Terms of Use

Canadesk (“Canadesk”, “XBPMN Apps”, “us”, “we” or “our”) operates online applications that complement a user’s use of the Zendesk, Freshworks or other third‐party platforms.

We are not responsible for the conduct of any of our Users either online or offline.

Recitals

1. These Terms of Use (“Terms”) govern your use of any Application. These Terms form a binding contractual agreement between you, the other Users and Canadesk.
2. These Terms are important and you should read them carefully. You may contact us with any questions before you use the Application by emailing [email protected].
3. By using the Application you acknowledge that you have read, understand and agree to be bound by these Terms. If you do not agree, please do not use the Application.

1. Definitions

1. Application means any Canadesk application acquired through our website or a Partner Marketplace.
2. Confidential Information means information designated or reasonably understood as confidential.
3. Content means anything you upload or transmit through the Application.
4. Data Controller means Canadesk.
5. Data Processor means any third party we use to process personal information.
6. Intellectual Property means all intellectual property rights in the Application and related materials.
7. Membership Data means the information you provide to access or use the Application.
8. Partner Marketplace means the platform where users enable non-essential applications on the Partner Software.
9. Partner Software means the software on which the Application runs.
10. Subscription means a term license to use the Software for the period specified in your order.
11. User or You means anyone accessing or using the Application.

2. Use of the Application

1. We grant you a non-exclusive, non-transferable license to use the Application in accordance with these Terms.
2. The Application may contain links to third-party sites or content. We do not endorse or assume liability for any such content or sites.
3. The Application may be unavailable from time to time (e.g., for maintenance).
4. You must not:
   • create a competing service;
   • reverse-engineer or reveal our source code;
   • transfer, sublicense, rent or lease the Application;
   • modify or create derivative works;
   • use features tied to paid plans without purchasing them.

3. User Conduct

1. By accepting these Terms you represent that you have capacity and will keep your Membership Data accurate and up to date.
2. You must not use the Application for illegal, immoral or unethical purposes.
3. You must not interfere with the Application’s operation or bypass security measures.
4. You must not transmit Content that is unlawful, harmful, obscene, defamatory, violent, offensive, infringing, or contains malicious code.
5. You are solely responsible for your Content and activities. We may suspend or disable your access for misuse.

4. Your Content

1. We use your Content only to provide and improve the Application or to comply with law.
2. We will not store your data beyond what is necessary or write it back to Partner Software except to fulfill the Application’s function.
3. We may disclose your Content if required by law or valid government request.
4. We will delete your Content once it is no longer needed to provide the Application or upon your written request.

5. Payment

1. If the Application requires payment, applicable fees (“Fees”) will be displayed before you complete your order.
2. All Fees are quoted in United States Dollars, exclusive of taxes and duties, which you are responsible to pay.
3. By providing payment information, you authorize us (or our processor) to charge your chosen method for all Fees (including renewals) until you cancel.
4. Subscriptions renew automatically at the then-current rate for the same term unless canceled before renewal. All Fees are non-refundable and non-proratable.
5. If a payment is declined or reversed, we may suspend or terminate your access without liability, and you remain liable for all unpaid Fees.

6. Confidential Information

1. Each party agrees to keep the other’s Confidential Information secret and use it only as authorized.
2. The obligation does not apply to information that is public, known prior to disclosure, independently developed, or required by law (with prompt notice to the discloser).

7. Intellectual Property

1. All Intellectual Property rights in the Application and related materials are owned exclusively by Canadesk.
2. You receive only a limited, non-exclusive, non-transferable license to use the Application per these Terms.
3. Unauthorized reproduction, distribution, modification, reverse engineering or creation of derivative works is prohibited.

8. Termination and Suspension

1. We may suspend or terminate your access at any time, with or without cause, and without liability. Termination does not relieve you of accrued payment obligations.
2. Upon suspension or termination, your license ends, and you must cease all use of the Application.
3. Provisions that by their nature survive termination (e.g., Sections 6, 7, 9–13) remain in effect.

9. Limitation of Liability

1. To the fullest extent permitted by law, neither Canadesk nor its officers, directors, employees or agents will be liable for:
   • indirect, incidental, special, punitive or consequential damages;
   • loss of profits, revenue, data, goodwill or business interruption;
   • costs of procuring substitute goods or services;
   • any other damages arising out of these Terms or your use of the Application, even if advised of the possibility of such damages.
2. Our aggregate liability for any claim relating to these Terms or the Application is limited to the lesser of:
   • the total Fees you paid in the 12 months before the event giving rise to liability; or
   • USD 1,000.
3. Some jurisdictions do not allow exclusion or limitation of certain damages. If local law applies, our liability is limited to the maximum extent permitted.

10. Disclaimer of Warranties

The Application is provided “as is,” “as available,” and with all faults. Canadesk disclaims all warranties, whether express, implied or statutory, including but not limited to:

• merchantability, fitness for any purpose, title or non-infringement;
• uninterrupted or error-free operation;
• accuracy, completeness or timeliness of any content;
• compatibility with your systems or partner platforms;
• absence of viruses or malicious code.

You assume all risk for selecting and using the Application.

11. Assumption of Risk

Your use of the Application (and any interactions with other users or third parties) is at your own risk. You are responsible for security, backup and other safeguards.

12. Indemnification

You agree to defend, indemnify and hold harmless Canadesk and its affiliates, officers, directors, employees and agents from any claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising out of or related to:

• your breach of these Terms;
• your use of the Application;
• any Content you upload or transmit;
• your violation of any law or third-party rights.

13. General Provisions

1. Governing Law. These Terms are governed by the laws of the Province of Québec and the federal laws of Canada, without regard to conflict-of-law rules. You consent to the exclusive jurisdiction and venue of the courts in Montréal, Canada.
2. Severability. If any provision is held invalid, the remainder remains in full force and effect.
3. Waiver. No waiver is effective unless in writing signed by Canadesk.
4. Notice. We may provide notice by email to the address you provided.
5. Amendments. We may modify these Terms at any time by posting revised Terms. Your continued use constitutes acceptance.
6. Entire Agreement. These Terms, and any documents they incorporate by reference, constitute the entire agreement between you and Canadesk regarding the Application.