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Terms & Conditions

Our “Terms of Service” are below. You will have to accept them if you want to use our software, and we know that they are long and can be hard to follow. We want you to understand what you are agreeing to, so each section starts with a short “plain English” summary. The summaries are not part of the Terms, but are provided as an aid to understanding them.

Last updated: December 15, 2019

1. INTRODUCTION

Summary

This is a legal contract between you and typedesk. You must be at least 18 years old to accept these Terms, which include our Privacy Policy. We may change these Terms on occasion, and by continuing to use our Services after a change, you accept the revised Terms. The Terms don’t apply to sites and services you may access through the Services that are operated by other companies. Any subscription for paid Services will automatically renew unless you cancel it within thirty days of the renewal date. If you are in the United States, any legal claim involving these Terms or the Services will be settled by arbitration, not by a trial in front of a judge or jury, or through a class action lawsuit. These Terms are governed by French law.

a. typedesk and its affiliates (“typedesk”, or “we” and its derivatives) operate www.typedesk.com (together with any subdomains, the “Site”) and provide our users (each user, “you”) with mobile, desktop, and web applications (each an “App” and, collectively, the “Apps”). These Terms of Service (the “Terms”) are a binding agreement between you and typedesk regarding your use of the Site, the Apps, and any related services we may perform (the Site, Apps and services together, the “Services”). As used in these Terms, a “device” means any computer, phone, tablet, or other computer hardware on which Apps run.

b. By using the Services, you represent that you (i) may legally do so, (ii) are at least 18 years old (or the age of majority in the jurisdiction where you reside), and (iii) have the power to enter into a binding contract with us—either individually or on behalf of the entity for whom you are using the Services. You must affirmatively accept these Terms and the Privacy Policy when initially downloading or accessing an App.

c. These Terms do not apply to third-party websites, services and applications (“Third-Party Services”) you may access through the Services. Unless required by applicable law, we are not responsible for the content or practices of Third-Party Services and provide links to them only for your convenience. We recommend you review the terms and policies of any Third-Party Service you access through the Services.

d. When you pay for a subscription to the services, your subscription will automatically renew for additional periods of the same duration as the initial subscription at the then-current rate for such services, unless you cancel your subscription as set forth in section 7(c).

e. Your use of certain Services may be subject to additional terms (“Supplemental Terms”). If any provision of the Supplemental Terms conflicts with these Terms, the Supplemental Terms will control with respect to such Service.

f. These terms require the use of arbitration on an individual basis to resolve disputes, rather that jury trials or class actions, and limit the remedies available if there is a dispute about these terms or your use of the services. By accepting these Terms, you are waiving certain rights to legal remedies you may otherwise have. Arbitration is not permitted in certain jurisdictions. Please see Sections 10 and 12 for more information.

g. We may change these Terms at any time. When we do so, we will post the updated Terms on this page and also inform you through the Services, as applicable. Any changes to the Terms will be effective immediately for new users and thirty (30) days after we post notice of the changes on the Site or inform users of the changes via the Services for existing users.

h. You may contact our help center, email us, with any questions about these Terms or the Services.

2. REGISTRATION

Summary

To use our Apps, you must create an account. Account Information must always be accurate. Do not share your account credentials with anyone, as you are responsible for all activity associated with your account.

Accounts

To use the Services, you must download an App, or access a pre-installed App on your device, and create an account (an “Account”) by providing your email address (the “Account Email”) and a password (the “Password” and, together with the Account Email, the "Credentials"). Keep your Credentials secure and do not share them with anyone. You are responsible for all activities on the Services associated with your Account. You represent that any information you provide to us in connection with your Account (e.g., billing information when you pay for a Subscription) will be accurate, and that you will keep it updated for so long as you have an Account.

Password

Your Password is critical to the security of your Account. It is used to transfer Secured Data among your authorized devices. This is an essential security feature intended to protect your Secured Data should our systems be compromised. We are not responsible for any inability to access your Account or Secured Data caused by loss of your Password.

3. LICENSE

Summary

You have a limited license to use our Apps for your personal or (if applicable) internal business use, along with any documentation and updates applicable to the Apps and Services you use. You may not (try to) hack, reverse-engineer, break the law using, or otherwise do “bad” things with or to the Services. We are not required to support the Apps (but we do and will continue to do so). Your use of mobile Apps is subject to additional terms imposed by the “App Store” from which you downloaded the App. Keeping our Apps compatible with the rest of the digital world takes a lot of work, and sometimes Apps may not work with a particular site or service, even if they did before.

License

typedesk grants you a personal, non-exclusive, revocable, non-sublicensable, and non-transferable license to download and install the Apps in object code format, on one or more devices, solely for your own personal or internal business purposes. The license includes the right to (i) access, use, and make a reasonable number of copies of any published descriptions of the functionality, technical requirements, or use of the Services (collectively, “Documentation”), and (ii) use any changes to the Apps made available to all users of such Apps at no additional cost (each an “Update”) when each Update is made generally available. Updates may be installed automatically or may require installation by you. Failure to install an Update may result in an App or the Services not functioning correctly.

Restrictions - Acceptable Use

Except as explicitly permitted in these Terms, you may not, directly or indirectly:
- modify or create derivative works of the Services or elements thereof;
- decompile, reverse engineer, or translate any portion of an App into human-readable form (except to the extent expressly allowed by applicable law);
- rent, lease, share, distribute, or sell any aspect of the Services to any third party, including on a service bureau or similar basis;
- remove, alter, or deface proprietary notices or marks in an App or the Documentation;
- disclose the results of testing or benchmarking an App or the Services;
- circumvent or disable security, copyright protection, or license management mechanisms of an App or the Services,
- interfere with the Services’ operation;
- use the Services to violate the law or the rights of any third party;
- upload to or distribute via the Services content that is harmful to minors;
- upload or transmit any form of virus, worm, Trojan horse, or other malicious code to or via the Services;
- use any automatic or manual process to harvest information from the Site or Services, except that commercial search engines may use spiders to copy materials from the Site solely to the extent necessary to create publicly available searchable indices of the materials;
- impersonate or otherwise misrepresent your affiliation with any person or entity,
- mirror or frame the Site or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
- attempt to do any of the above.

typedesk may take any actions it deems reasonable, including terminating your Account, for any breach of these restrictions (or the Terms generally).

Support

The license granted in Section 3(a) does not entitle you to receive any support for the Apps or Services, though we may choose to (and do) provide it. While typedesk strives to constantly improve the Services, we are not required to fix any specific error, bug, or issue except as set forth in Section 9(a). We generally support only the current version of the platform or operating system on which the Services run (e.g., iOS, Windows).

App Store Restrictions

The availability of mobile Apps is dependent on the entity from whom you obtained the App (each an “App Store”). The relevant App Store is not a party to these Terms, and typedesk, not the App Store, is solely responsible for the Services and any related claims (e.g., legal compliance or intellectual property infringement). You are responsible for connectivity fees associated with your use of any Apps or App Store and any fees charged by an App Store in connection with the Services. You will comply with all applicable App Store terms and policies when using any mobile App. The App Store (and its subsidiaries) are third-party beneficiaries of these Terms and may enforce them.

You will only use Apps accessed through or downloaded from the Apple App Store (A) on an Apple-branded product that runs iOS (Apple’s proprietary operating system), and (B) as permitted by the “Usage Rules” in the Apple App Store Terms of Service.

Third-Party Services

The Apps are designed to work with many Third-Party Services, however, their continued compatibility with any specific application, site, or service is dependent on such Third-Party Service. To maintain compatibility with particular applications, you may need to update an App or a third party application from time to time. We cannot guarantee that any currently supported Third-Party Services will remain compatible with the Services.

4. FEATURES AND FUNCTIONS

Summary

We provide the Services, but you are responsible for how you use them—both in making sure the data you store in the Apps is correct and for how it is used (including when you use the Services to share data with others). Like most providers of consumer applications, while we make every effort to ensure that our features work correctly, we cannot and do not guarantee that they will always do so.

The Services offer features that save you time and protect your data. In-depth information about features and availability can be found on our Pricing page. We may remove features from the Services or certain Apps at any time, and not all features are available with all plans and in all jurisdictions. And while we strive to ensure the proper operation of the Services, we explicitly do not guarantee that they will work properly at all times, be error-free, or be available on an uninterrupted basis. How you use the Services is up to you, and you acknowledge the following:

Secured Data

The Services can be used to store many kinds of data, including contact information, credit card information, IDs (such as a driver’s license or passport), and important notes (collectively “Secured Data”). While we use strong encryption and other security measures to protect Secured Data, we do not guarantee that Secured Data is or will be 100% protected. typedesk does not and cannot screen Secured Data. You are solely responsible for the accuracy of the Secured Data and how you use it.

Passwords

We do not recommend storing passwords in typedesk, we cannot guarantee their security, and we explicitly do not claim that they are immune to attack. Nor do we guarantee that the autofill functions will work properly with all Third-Party Services.

Payments

If you use typedesk to store and enter credit card and other payment information, (each a “Payment Method”), you are solely responsible for complying with the terms and conditions governing each Payment Method. We are not a party to, or responsible for, any transaction facilitated with the Services. We do not recommend storing Payment Method in typedesk.

Sharing

If you use the sharing features of the Services, you (i) authorize us to share the data you select with the individual(s) you choose, and you warrant that you have the right to do so (e.g., you may not share a text that is for your personal use only). You are solely responsible for granting and revoking sharing privileges and the consequences of all actions recipients take with your shared data.

Syncing

If you have a multi-device account with syncing enabled, updates to Secured Data made on one device may not be available on another device if (i) that device is unable to access the internet or typedesk servers; (ii) the App is improperly configured, or you have not installed the most recent version of the App; (iii) you uninstall the App from that device, or (iv) you forget your Password.

5. OWNERSHIP

Summary

The Services are owned by typedesk and its licensors. You own your Data and Credentials. The only right you have in the Services is the limited license granted above. The only right we have to your Credentials and Data is to use them as required to provide the Services. We own all anonymized information about the use of our Services. If you suggest product features or provide other feedback about the Services, we can use it without any obligation to you.

Services

Except for your Credentials and Data (and, as applicable, Shared Data you receive from others), typedesk and its licensors retain all right, title, and interest to the Services and all content and materials available within and through the Services. Your Account is licensed to you solely so you may use the Services, and, except for your Data and Credentials, you have no property interest in your Account.

Your Data

Except for the limited licenses granted to typedesk below and elsewhere in these Terms, you retain all right, title, and interest to your Credentials and Data. So long as you have an Account, you grant us a non-exclusive, royalty-free, fully-paid, sublicensable, transferable, worldwide right to process your Data and Credentials solely as required to provide the Services and in compliance with applicable laws.

Usage Information

typedesk owns all data regarding installation, registration, and the use and performance of the Services, including usage statistics and activity logs, (collectively, “Usage Information”).

Feedback

Any feedback, comments, or suggestions you may provide regarding typedesk or the Services (“Feedback”) is voluntary, and you hereby grant typedesk a perpetual, irrevocable, unrestricted, royalty-free right and license to use all Feedback in any lawful manner.

6. THIRD PARTY MATERIAL

Summary

We may provide links to, or make data from, Third-Party Services available on the Site or through the Services. We are not responsible for these services or data. In addition, like most software developers, we use open-source components in our Services. Open source software is not covered by our license to you, but it is subject to the terms of the license selected by the developer of such open-source software.

Third-Party Services

You are responsible for complying with the terms of use of all Third-Party Services you access through the Services (i.e., sites where you use the Services for sign-in or autofill). typedesk is not responsible for the performance of Third-Party Services and recommends you review the terms of use and privacy policies of all such services.

Third-Party Data

typedesk may make information from third parties, including data provided by Third-Party Services and Secured Data available via the Services. typedesk is not responsible for the accuracy or completeness of such Data.

Open-Source Software

“Open-Source Software” means certain elements of the Services that are subject to “open source” or “free” software licenses controlled by third parties. Open-Source Software is licensed under the terms of the end-user license that accompanies such software, and not under Section 1. Nothing in these Terms limits or expands the rights of the end-user license for any Open-Source Software. If required by the applicable license, typedesk will make Open-Source Software available by written request to the address in Section 1(j).

7. FEES AND PAYMENT

Summary

Where you sign up for paid access to the Services (a “Subscription”) through the Site, you must provide credit card or PayPal account information. All Subscription Fees are due in advance, and Subscriptions will automatically renew (and you will be charged) annually or monthly unless you cancel your Account. When you decide to cancel your subscription, your subscription will keep running until the renewal date and will stop after the renewal date. You won’t be charged after that. We will inform you prior to your Subscription renewing. We charge sales tax where required. By submitting payment, you consent to the terms of use and privacy policy of the relevant payment processor (e.g., Stripe).. Payment practices of App Stores may differ according to their terms.

Subscription

Certain features of the Services are only available with a paid access plan (a “Subscription”). Subscription levels, features, and pricing are available on our Pricing page. Fees for Subscriptions (“Subscription Fees”) are due in advance for each billing period, with the initial payment due when you add a Subscription to your Account (the “Subscription Start Date”). Except as expressly stated in these Terms, Subscription Fees are non-refundable and are based on our standard charges and billing terms in effect when payment is due. You must provide us with a valid credit card or other payment method we accept (“Payment Provider”) prior to starting a Subscription and promptly update your Account if there is any change to your payment information. Your Payment Provider agreement, not these Terms, governs your use of your designated Payment Provider. We may change our fees and billing practices at any time, either by posting notice of such change on the Site or notifying you within the Services, provided that any such change will not apply to you until the next Subscription period or if you change your Subscription type. If you upgrade your Subscription, you will only pay for the remaining time until your subscription’s renewal date, and you will receive a credit for the unused time of your previous Subscription.

Automatic Renewal

Subscriptions will automatically renew at the rates then in effect, AND YOUR PAYMENT PROVIDER WILL BE CHARGED UPON RENEWAL UNLESS YOU CANCEL YOUR SUBSCRIPTION as set forth in Section 7(c). We will inform you via email before your Subscription date. By subscribing, you authorize us to charge your Payment Provider at the beginning of any Subscription period if you have not cancelled your Account by such time. If we cannot process payment from your Payment Provider, we will reach out to you to update your Payment Provider information or make other arrangements for payment. If we do not receive payment within fifteen (15) days of the renewal, we may terminate your Subscription.

Cancellation

Subscriptions may be cancelled at any time by logging into the web App at typedesk.com and going to the “My Account” section. You will be able to use any Subscription you cancel until its scheduled expiration, but you will not be eligible for any pro-rata refund of the current term. However, we will refund the full Subscription Fee if you request a refund within thirty (30) days of the Subscription Start Date or any Subscription renewal date. Additional information about refunds and cancellation is available here.

Taxes

Any sales, use, value added, or other tax based on the Subscription that we are required to pass through to customers is automatically calculated and added to all orders where applicable (except for users in the European Economic Area, (“EEA”) where VAT is included in the amount charged to you by typedesk). To the extent applicable, all payments for the Services will be made free and clear of, and without reduction for, any withholding taxes. Sales tax is the sole responsibility of the user.

Payment Services

We use Stripe and Paypal (each, a “Payment Processor”) for payment services (e.g., card acceptance, merchant settlement, and related services). By paying for a Subscription, you agree to be bound by the applicable Payment Processor’s terms and policies, and authorize us and the Payment Processor to share any information and payment instructions you provide with your Payment Provider and any other Third-Party Service provider(s) solely as required to complete your transactions.

8. TERMINATION

Summary

These Terms will remain in effect for as long as you have an Account (or when you visit the Site). We may terminate your Account for any breach of these Terms or where required by law (in almost all cases, we will reach out to you before doing so). You may cancel a Subscription or close your Account at any time. If you cancel a Subscription, it will remain active until the end of the Subscription period. If we terminate your Account for breach of the Terms, your Subscription will end immediately. You must delete any Apps from your devices following termination in order to remove Secured Data from your device.

Term

These Terms take effect when you accept them as set forth in Section 1(b) and will remain in force as long as you have an Account (or visit the Site).

Termination by typedesk

If we cannot charge your Payment Provider, if you materially breach these Terms, or if required to do so by law (e.g., where the provision of the Services becomes unlawful), we may (but are not required to) suspend or terminate your Subscription and/or Account, with or without notice. Termination under this Section 8(b) is at typedesk’s sole discretion, and we will not be liable to you or any third party for any such termination.

Termination by You

You may terminate a Subscription at any time as set forth in Section 7(c). To delete your Account, follow the steps here, If you need assistance, please use our help center, but note that for security purposes only the validated Account owner can delete the account (we can’t do it for you). Except as specifically described above, we will not provide any refunds for terminated Subscriptions. If you close your Account, these Terms will no longer apply to you except to the extent you visit the Site and for any provisions that survive termination specified below.

Effect of Termination

When a Subscription expires or is terminated by typedesk pursuant to Section 8(b), you will no longer have access to the Service features associated with the Subscription. Unless you close your Account, terminating a Subscription will automatically convert your Account to a “typedesk Free” account (if we still offer that plan). - If you close your Account, all licenses granted in these Terms will immediately terminate and you must stop all use of the Apps. We may delete all data associated with your Account from our servers, including Data and Credentials, without liability or obligation to you. Note that, even if you close your Account, you must delete our Apps to remove Data from your devices. Even if you do not delete the Apps, you will not be able to access Data after you close your Account (though such access may continue for a short period depending on your Password settings within the App). - Sections 1(g) and (h), 3(b), 5, 7, 8(d), 9(b), (c), and (d), 10, 11 and 12 will survive termination or expiration of these Terms for any reason. - If we terminate your Account for violating these Terms, you may not attempt to create a new Account.

9. WARRANTY AND DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION

Summary

The Services will do what the Documentation says, and if they don’t, we will try to fix them. As much as the law allows, we do not make any other warranties about the Services. Unless we intentionally do something wrong or are truly incompetent, our maximum liability for any damages caused by the Services or related to these Terms will be the amount of your most recent Subscription payment. You will defend us from any claim brought against typedesk alleging that your use of the Services violated these Terms or applicable law.

Warranty

typedesk warrants that the Services will perform materially in accordance with the Documentation. typedesk’s sole obligation, and your sole remedy, for any violation of this warranty is for typedesk to use commercially reasonable efforts to correct the Services so that they conform to the Documentation.

Disclaimer

EXCEPT AS SET FORTH IN SECTION 9(a), typedesk EXPLICITLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. typedesk DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

LIMITATION OF LIABILITY

EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL (i) typedesk’s LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE MOST RECENT SUBSCRIPTION FEE YOU PAID, OR (ii) typedesk BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ON WHICH THEY ARE ASSERTED, AND EVEN IF typedesk IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PREVENTED BY LAW, BUT IN SUCH CASE, typedesk’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You will indemnify, defend, and hold typedesk harmless from any claim, action, suit, or proceeding made or brought against typedesk arising out of or related to your breach of any provision of these Terms or use of the Services in violation of applicable law.

Exceptions

The provisions of this Section 9 will not apply where barred by applicable law. In particular, Section 9(c) and the prohibition on punitive damages will not apply to residents of the State of New Jersey.

10. DISPUTE RESOLUTION

Summary

Unless you live in a jurisdiction that does not allow it, any legal claim related to the Services or these Terms will be settled by binding arbitration, not a trial, and will be administered on an individual basis. You can opt out of arbitration by writing us within thirty days of when you accept these Terms. This Section does not prevent actions in small claims court and certain claims for immediate relief.

PLEASE READ THIS SECTION 10 (for purposes of this Section only, the “Arbitration Agreement”) CAREFULLY. IT IS PART OF YOUR CONTRACT WITH typedesk AND LIMITS THE WAYS YOU CAN SEEK RELIEF FROM US.

Arbitration

Subject to Section 10(f), any dispute arising out of these Terms, the Privacy Policy, or the Services will be resolved exclusively on an individual basis by binding and confidential arbitration conducted in the French language, if the amount of damages claimed or sought exceeds $250,000. To start the dispute resolution process, you must send a letter via overnight courier or registered mail to typedesk, attn: Legal, requesting arbitration and describing your claim. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. You and typedesk will attempt to resolve any dispute informally prior to initiating arbitration. If the issue has not been resolved within thirty (30) days of receipt of the notice, either party may commence the arbitration process.

Authority of Arbitrator

The arbitrator will have exclusive authority to resolve any dispute related to these Terms, including their formation and any claim that some or all of it is void or unenforceable. The arbitrator will decide the rights and liabilities, if any, of you and typedesk. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may (i) grant motions dispositive of all or part of any claim or dispute, (ii) award monetary damages and grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator will follow the applicable law. The award of the arbitrator is final and binding upon the parties. Each party will bear its own costs of arbitration.

Waiver of Jury Trial

YOU ARE GIVING UP YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN AS NOTED IN SECTION 10(F) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Your rights will be determined by a neutral arbiter and not a judge or jury. Arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order, and subject to very limited judicial review.

Waiver of Class Action

ANY CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT (i) CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, (ii) OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, OR (iii) AWARD CLASS-WIDE RELIEF. If a court determines that applicable law precludes enforcement of any of this Section 10(d)’s limitations as to a given claim for relief, then the applicable claim, and only that claim, must be severed from the arbitration and brought into the state or courts located in France in accordance with Section 1. All other claims will be arbitrated.

Opt Out

You may opt out of the provisions of this Arbitration Agreement requiring and governing arbitration by sending written notice via our contact page, within thirty (30) days after accepting these Terms. Your notice must include your name and address, your Account Email, and an unequivocal statement that you are opting out of this Arbitration Agreement. Opting out will not affect any other provisions of these Terms.

Exceptions

Notwithstanding the foregoing, (i) either party may bring an individual action in small claims court, and (ii) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party’s intellectual property rights may be exclusively brought in courts located in France. The parties consent to the exclusive personal jurisdiction of such courts for such purposes. A request for equitable relief will not waive the right to arbitrate.

Fees

If you initiate an arbitration in which you seek less than $500 in damages and comply with the Arbitration Agreement, including the notice requirement, typedesk will reimburse you for your filing fee, and will pay all administration and arbitrator fees up to a total amount of $500. If the arbitrator grants you an award, typedesk will reimburse your reasonable attorneys’ fees.

Severability

Except as provided in Section 10(d), if any part or parts of this Arbitration Agreement are found to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts will be of no force and effect, but the remainder of the Arbitration Agreement will continue in full force and effect.

11. MISCELLANEOUS

Summary

Much of this section deals with specific laws that apply to technology (export provisions), certain customers (i.e., when the governments license software) or state regulations (California in particular).

  • Cooperation. Nothing in these Terms limits our right to cooperate with authorities.
  • Assignment. These Terms are personal to you and may not be assigned. typedesk may freely assign these Terms or its obligations, subject to applicable law.
  • Export Regulations. You represent that you are not named on any U.S. government denied-party list. You will not use the Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Syria, Sudan, or the Crimea region of Ukraine) or in violation of any U.S. export law or regulation.
  • Severability; Waiver. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect. The waiver of a breach of any provision of these Terms will not waive any future breach of the same or any other provision.
  • Entire Agreement. These Terms are the parties’ entire understanding with respect to their subject matter and supersede any previous or contemporaneous communications, whether oral or written. These Terms may be modified as set forth in Section 1(i).
  • Release. You release typedesk and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by typedesk or our fraud, deception, false, promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.
  • Force Majeure. typedesk will not be liable for any failure or delay in performing its obligations under these Terms or with respect to the Services caused by natural disaster, government mandate, civil disobedience, or other factors beyond typedesk’s reasonable control.
  • Electronic Communications; Notice. You consent to the use of electronic communications regarding these Terms and the Services, and agree that such communications, whether received via email or through the Services, satisfy any requirements that would be met if they were in hard copy. This provision does not affect your statutory rights. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via our contact page or as otherwise expressly provided in these Terms.
  • Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by calling (800) 952-5210.
  • Headings and Interpretation. Headings and the summary explanations at the beginning of each Section of these Terms are for reference only and do not affect the parties’ rights and obligations. As used herein, “may” means “has the right, but not the obligation, to”; “includes” and its variations means “including, but not limited to”; and “days” means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.

12. COUNTRY-SPECIFIC PROVISIONS

Summary

Certain additional provisions, or modifications to the Terms, apply for residents of particular jurisdictions. Most importantly, residents of Europe are not required to arbitrate disputes.

  • EEA. If you reside in the European Economic Area (“EEA”), these Terms are modified as follows:
  • Sections 1(g) and 10 do not apply to you.
  • These Terms, including their formation, will be governed by and interpreted in accordance with the laws of the nation in which you are resident, provided that, to the greatest extent permitted under such law, all proceedings arising under these Terms or related to the Services will be conducted on an individual basis in such nation’s courts.
  • To inform typedesk of a legal action, you must send a letter via overnight courier or registered mail to typedesk, attn: Legal.
  • Section 11(j) does not apply to you. Complaints about the Services should be sent via our contact page
  • France. If you are a resident of France, the Terms, including Section 12(a), are modified as follows:
    - To inform typedesk of a legal action, you must send a letter via overnight courier or registered mail to typedesk, 515 rue du Key, 59299 Boeschepe, France.
  • United Kingdom. If you are a resident of the United Kingdom, the Terms, including Section 12(a), are modified as follows: - Third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
  • These Terms are drafted in the English language, and no translation of the Terms has any force and effect.
  • Germany. If you are a resident of Germany, the Terms, including Section 12(a), are modified as follows: - Notwithstanding anything to the contrary in Section 9(c), Company is also not liable for acts of simple negligence (unless they cause injuries to or the death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).