License Grant

Subject to these Terms and your ongoing compliance, Desku.io grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your internal business operations.

Nothing in this license permits you to:

• resell, rent, lease, or sublicense the Service
• provide the Service to third-parties as a managed service or outsourcing solution
• use the Service to develop competing products or train external AI models
• bypass technical restrictions, plan limits, or usage quotas

License & Use Limitations

You agree not to:

• Copy, modify, translate, or create derivative works of any part of the Service or its software.
• Reverse engineer, decompile, or otherwise attempt to extract source code, algorithms, or architecture.
• Probe, scan, or test the vulnerability of any Desku system without prior written consent.
• Bypass or interfere with security measures, access controls, rate limits, or authentication mechanisms.
• Use automated tools (bots, scrapers, crawlers, bulk importers) except those explicitly permitted by Desku’s APIs or Documentation.
• Use the Service in violation of plan limits, such as agent limits, API quotas, or message caps.

Any unauthorized attempt to access systems, infrastructure, code, or AI behavior is strictly prohibited.

AI Features and Usage Requirements

The Service includes AI-driven features that may generate automated replies, summaries, content suggestions, or workflow actions. By using these AI Features:

• You acknowledge that AI Output is informational and must be reviewed by a human representative before being relied upon.
• You remain fully responsible for verifying the accuracy, appropriateness, and legal compliance of all AI-generated content.
• You agree not to use AI Output in a misleading, harmful, or deceptive manner.
• You may not attempt to replicate, extract, benchmark, or train external systems using Desku’s AI outputs or behavior.
• You may not use AI Features in ways that violate the Acceptable Use Policy or applicable regulations.

Desku.io does not guarantee the accuracy, completeness, or suitability of AI-generated content and is not liable for decisions made or actions taken based on such content.

Reservation of Rights

All rights not expressly granted in this section are reserved by Desku.io. Nothing in these Terms transfers ownership of:

• the Service,
• any software, code, models, or algorithms,
• Desku trademarks or branding,
• or any associated intellectual property.

Provide complete and accurate information

You must supply accurate, current, and complete registration, contact, and billing information and update it promptly if any details change.

Protect your login credentials

You are responsible for maintaining the confidentiality of your username, password, and any authentication methods. You must not share credentials or allow unauthorized individuals to use your account.

Manage users and permissions responsibly

If you add team members or grant multi-user access, you agree to configure administrator settings, roles, and permissions in a secure and appropriate manner. You are responsible for the actions of all Users under your account.

Responsibility for all account activity

All activity performed through your account; whether by you, your employees, contractors, or authorized agents, will be considered your responsibility. You must ensure that all Users comply with these Terms, the Acceptable Use Policy (AUP), and any applicable laws.

Notify Desku.io of security concerns

If you become aware of or suspect unauthorized access, compromised credentials, misuse, or any other security issue involving your account or the Service, you must immediately notify Desku.io.

Desku.io may suspend or restrict access to your account if we reasonably suspect unauthorized access, misuse, violation of these Terms, or any activity that threatens the integrity or security of the Service.

Subscription Plans and Billing Cycles

Access to the Service requires an active Subscription. Desku.io offers monthly and annual billing cycles, with plan options and included Features displayed at checkout. Each Subscription tier provides specific functionality, limits, and usage allowances. Your access to Features will correspond to the plan you select.

Free Trials (If Offered)

If Desku.io provides a free trial, the length and scope of the trial will be specified at signup. Free trials may be modified, restricted, or discontinued at any time. When a trial ends, continued use of the Service requires upgrading to a paid Subscription. If you do not upgrade, your access may be suspended or limited.

Payment Methods, Taxes, and Late Payments

You must provide valid, up-to-date payment information and authorize Desku.io to charge all fees associated with your Subscription, including recurring charges for renewals. Prices are exclusive of applicable taxes, duties, or governmental charges, which may be added where required by law.

If a payment attempt fails, we may:

• Notify you of the failed payment
• Retry the payment using your stored payment method
• Restrict or suspend access to the Service
• Apply late-payment procedures where permitted by law

You remain responsible for all outstanding amounts.

Refund Policy and Price Adjustments

All Subscription fees are non-refundable, including fees paid in advance, unless required by applicable law. Desku.io may change pricing, modify plan features, or update Subscription tiers. If pricing changes, you will receive notice before the new pricing takes effect. Continued use of the Service after the Effective Date constitutes acceptance of the updated pricing.

Termination for Non-Payment

Desku.io may suspend, restrict, or terminate access to the Service if amounts become overdue, payment attempts repeatedly fail, or billing information is invalid. Access may be restored once all outstanding amounts are paid in full. Desku.io is not responsible for any loss of data, functionality, or access resulting from non-payment.

Subscription Term Duration

Each Subscription remains active for the full billing term selected at purchase (monthly or annual), unless cancelled or terminated in accordance with these Terms. Subscription fees apply regardless of actual usage during the billing period.

Automatic Renewal

Subscriptions renew automatically at the end of each billing cycle at the then-current pricing unless auto-renewal is disabled or the Subscription is cancelled before the renewal date. You authorize Desku.io to charge your stored payment method for renewal fees unless you cancel in advance.

If you disable auto-renewal, your Subscription will remain active until the end of the paid term but will not renew.

Termination by Customer or Desku.io

A Subscription may be terminated under the following conditions:

By the Customer

You may cancel your Subscription at any time through your account settings or by submitting a formal cancellation request to Desku.io. Cancelling stops future renewals but does not trigger refunds for prior charges.

By Desku.io

Desku.io may suspend or terminate your Subscription, account, or access to specific features if:

• You violate these Terms or the Acceptable Use Policy (AUP)
• Payments are overdue or fail repeatedly
• We detect security concerns, unauthorized access, or harmful activity
• You engage in fraudulent, abusive, or high-risk behavior
• Your actions threaten Desku.io’s infrastructure or the safety of other Customers

Suspension may occur before termination if necessary to protect system integrity or prevent further misuse.

Effects of Termination

Upon termination of the Subscription:

• Access to the Service may be immediately suspended
• Some or all Features may become unavailable
• Data retention and export options will follow the process described in the “Termination Effects” or “Data Export” section of these Terms
• Desku.io has no obligation to maintain or restore data beyond the applicable retention window

Refunds

Unless required by applicable law, all Subscription fees are non-refundable. Desku.io does not issue prorated credits or refunds for partial use, early cancellation, or unused time within a billing cycle.

Surviving Obligations

The following obligations will survive termination of the Subscription or closure of the account:

• Confidentiality obligations
• Intellectual property rights
• Payment obligations arising before termination
• Limitations of liability and warranty disclaimers
• Any additional obligations that, by their nature, must survive termination

Ownership of Data

You retain full ownership of all the Customer Data and User Content submitted, uploaded, transmitted, or processed through your account. Desku.io does not claim ownership of the Customer Data, and all rights not expressly granted to Desku.io remain with you. Nothing in these Terms gives Desku.io the right to sell, rent, or disclose the Customer Data except as required to deliver the Service or comply with law.

Customer Responsibilities

You are solely responsible for the nature, quality, legality, and accuracy of all the Customer Data and User Content processed through your account. This includes responsibility for:

• Ensuring that the Customer Data is collected, stored, and used in compliance with all applicable laws and regulations.
• Obtaining all required consents, notices, permissions, and authorizations from your End-Users or Data Subjects.
• Ensuring that no Customer Data infringes the rights of any individual or third-party.
• Configuring access controls, User roles, and permissions within your account.
• Ensuring that all User Content submitted through the Service is lawful, appropriate, and does not violate the Acceptable Use Policy (AUP).

You acknowledge that Desku.io does not monitor or control the content you or your Users transmit through the platform and is not responsible for such content.

Use of Integrations and Third-Party Services

If you choose to connect or enable Third-Party Service integrations (e.g. Shopify, WooCommerce, WhatsApp, Slack, Meta, custom APIs), you agree that:

• Your use of such services is governed solely by the Third-Party’s own terms and conditions, privacy policies, and data-handling practices;
• You are responsible for reviewing and accepting those terms and conditions;
• Customer Data may be shared with or transmitted to Third-Party providers as necessary to enable the integration;
• Desku.io is not responsible for the reliability, security, availability, accuracy, or behavior of Third-Party Services;
• Misconfigurations, permission errors, or integration failures are your responsibility

Your decision to use any integration is voluntary, and you assume all associated risks.

AI Processing and Data Usage

Desku.io’s AI Features may process Customer Data to generate automated suggestions, summaries, classifications, or productivity enhancements. AI Processing is performed in accordance with:

• The Desku.io Privacy Policy
• The GDPR Compliance Page
• The Desku.io Data Processing Addendum (DPA)

AI-generated outputs are informational and may contain inaccuracies. You are responsible for reviewing, validating, and approving any AI-generated content before using it in your business or sending it to End-Users. Desku.io is not liable for decisions made based on AI outputs.

Authorization to Process Data

By using the Service, you grant Desku.io a worldwide, limited, revocable, non-exclusive right to process Customer Data solely for the following purposes:

• Providing, maintaining, and improving the Service;
• Delivering AI-assisted functionality, ticket routing, automations, and system suggestions;
• Ensuring platform security, fraud prevention, and abuse detection;
• Providing the Customer Support to your team;
• Complying with legal obligations, enforcement requests, or regulatory requirements;

Desku.io does not process Customer Data for advertising, marketing, profiling, or model-training purposes unless explicitly outlined in the Privacy Policy or separately agreed to in writing.

1. Illegal, Abusive, or Harmful Use

You may not:

• Engage in unlawful, fraudulent, or deceptive activities
• Use the Service to harass, threaten, intimidate, or harm any person or organization
• Upload, transmit, or distribute malware, viruses, spyware, or harmful code
• Interfere with or disrupt the stability, reliability, or performance of the Service
• Use the platform to transmit content that is defamatory, hateful, obscene, or otherwise inappropriate

2. Security Violations

You may not:

• Attempt to bypass, disable, or interfere with any security, authentication, or access-control mechanisms;
• Access or attempt to access accounts, systems, or data that you are not authorized to use
• Conduct or attempt to conduct penetration tests, vulnerability scans, security research, or reverse engineering without prior written approval from Desku.io;
• Tamper with the Service, its infrastructure, or any related systems;

3. Misuse of AI Features

To protect the integrity of Desku.io’s AI systems, you may not:

• Extract, scrape, copy, or replicate AI responses or behavior for competitive, unauthorized, or model-training purposes;
• Train external AI systems using Desku.io’s AI behavior, outputs, or response patterns;
• Reverse engineer or analyze AI models, algorithms, or architecture;
• Use AI-generated content to deceive, impersonate, manipulate, or mislead others;
• Rely on AI-generated content for high-risk, emergency, medical, legal, or safety-critical scenarios without human review;

AI-generated content may contain inaccuracies or “hallucinations.” You are responsible for reviewing and validating all outputs before use.

4. Consequences of Violations

If you violate this Acceptable Use section or the full Acceptable Use Policy, Desku.io may, at its sole discretion:

• Immediately suspend your account;
• Restrict or disable access to certain features;
• Terminate your Subscription and close your account;
• Block integrations, API access, or automated activity;
• Remove or restrict content associated with the violation;
• Take legal action or cooperate with law enforcement where required;

Desku.io reserves the exclusive right to determine whether any conduct violates this Acceptable Use section or poses a risk to the platform or its Users.

Customer Responsibilities

Customers are solely responsible for complying with all applicable data protection, privacy, and consumer-rights laws, including:

• Obtaining all necessary consents, notices, and permissions from End-Users or Data Subjects;
• Ensuring that the Customer Data is collected and processed lawfully;
• Managing User roles, access permissions, and internal data governance;
• Responding to End-User data access or deletion requests where required by law;
• Ensuring that their use of the Service complies with all relevant regulations;

If you collect, transmit, or store personal information through the Service, you must do so in compliance with applicable laws (including GDPR, CCPA/CPRA, LGPD, and other global regulations).

Desku.io Responsibilities

Desku.io will:

• Process Customer Data only as necessary to provide the Service
• Implement appropriate administrative, technical, and organizational safeguards to protect Customer Data
• Maintain security measures that include encryption, access control, logging, intrusion detection, and continuous infrastructure monitoring
• Only disclose Customer Data to Subprocessors or Third-Parties as permitted under the Privacy Policy and DPA
• Notify Customers of data incidents in accordance with applicable law

Desku.io does not sell the Customer Data and does not use Customer Data for advertising, profiling, or third-party marketing.

AI Data Processing

Desku.io’s AI Features may analyze the Customer Data to generate suggestions, summaries, automations, and other enhancements. AI Processing is performed in accordance with:

• The Desku.io Privacy Policy
• The GDPR Compliance Page
• The Desku.io Data Processing Addendum (DPA)

AI-generated content may include inaccuracies or unintended outputs. You are responsible for reviewing and validating such content before using it or sharing it with End-Users. Desku.io is not liable for decisions made based on AI outputs.

End-User Transparency

Customers are responsible for informing their own End-Users that Desku.io may assist with Processing Customer Data as part of delivering the Service, including the operation of AI-driven Features, if and when required by law.

Security Measures

Desku.io’s security program includes, but is not limited to:

• Encryption of Customer Data in transit and at rest;
• Role-based access controls and authentication protections;
• Secure data center infrastructure with redundancy and failover;
• Continuous monitoring of systems for abnormal activity or unauthorized access;
• Regular security assessments, patching, and vulnerability remediation;
• Logical separation of Customer Data to prevent cross-account access;
• Logging and audit capabilities across core infrastructure;

Customers acknowledge that security is a shared responsibility. You are responsible for maintaining strong passwords, proper access permissions, secure User practices, and safe configuration of integrations connected to your account.

Service Availability

Desku.io aims to maintain a reliable, highly available platform. However, the Service may be temporarily unavailable due to:

• Scheduled maintenance
• Emergency security updates
• Infrastructure outages
• Events outside Desku.io’s reasonable control
• Third-Party Service interruptions
• Network or hosting provider issues

Desku.io will make reasonable efforts to notify Customers of scheduled maintenance in advance and to minimize disruption where feasible.

Service Level Agreement (SLA)

A separate Service Level Agreement may apply to enterprise Customers or custom plan subscribers. If applicable, the SLA will define:

• Uptime commitments;
• Response and resolution times for support;
• Maintenance windows;
• Performance guarantees;
• Remedies or credits for sustained outages;

If an SLA is provided, it will supplement, rather than replace, these Terms.

No Guarantee of Uninterrupted Service

To the fullest extent permitted by law, Desku.io does not warrant:

• That the Service will operate without interruption;
• That it will be error-free, bug-free, or immune to vulnerabilities;
• That the platform will be compatible with all systems or configurations;
• That Third-Party integrations will function without issue;

Customers are encouraged to maintain alternative workflows or backup procedures appropriate to the sensitivity of their operations.

AI Output Responsibility

AI-generated content may contain inaccuracies, incomplete information, or unintended interpretations. Customers agree and acknowledge that:

• All AI outputs must be reviewed and validated by a human before use
• Desku.io is not responsible for decisions or actions taken based on AI-generated content
• AI features are provided for assistance only and are not guaranteed to be accurate, safe, or reliable

Customer Indemnification

You agree to defend, indemnify, and hold harmless Desku.io, its affiliates, directors, employees, and contractors from any claims, liabilities, losses, damages, costs, or expenses (including legal fees) arising from:

• Your misuse of the Service;
• Your violation of these Terms or the Acceptable Use Policy;
• Your infringement of Third-Party rights;
• Your failure to obtain necessary rights, consents, or permissions for Customer Data;
• Your negligence, misconduct, or unlawful activity;

These liability limitations and indemnification obligations survive termination of the Subscription or closure of your account.

1. Loss of Access to the Service

Your access to the Service, including all associated Features, dashboards, AI tools, Integrations, and administrative capabilities, will be disabled immediately upon the Effective Date of termination unless otherwise required by law or specified in a separate agreement.

2. Data Export Rights

Before your access is terminated, you may export the Customer Data using the tools available within your account. It is your responsibility to complete all exports prior to termination.

Desku.io is not obligated to restore access or retrieve data on your behalf once the termination process begins, unless required by applicable law.

3. Data Deletion & Retention

Following termination:

• Customer Data stored in active systems will be scheduled for deletion within Desku.io’s standard data deletion window;
• Customer Data stored in encrypted backups may be retained until those backups reach the end of their lifecycle and are overwritten in accordance with Desku.io’s backup retention policy;
• Desku.io has no obligation to retain Customer Data beyond these established timelines unless required by law;

Backup archives cannot be selectively edited or deleted, and Customer Data may persist in encrypted backup formats until automated rotation completes.

4. Impact on Integrations

Any Third-Party Integrations or connected services (e.g. Shopify, WhatsApp, Slack, webhooks, custom APIs) will immediately cease transmitting or receiving data.

You remain responsible for disabling or disconnecting Integrations from your Third-Party Service provider accounts if needed.

5. Continuing Obligations

The following provisions will survive termination of your account or Subscription:

• Confidentiality;
• Intellectual property ownership;
• Limitation of liability;
• Indemnification obligations;
• Any outstanding payment obligations incurred prior to termination;
• Any provisions that, by their nature, are intended to survive;

6. No Refunds

Unless required by applicable law, Subscription fees are non-refundable.

This includes partial billing periods, unused time, and any prepaid months or annual terms.

7. Suspension Prior to Termination

If termination is due to security concerns, fraud, misuse, or violations of the Terms or Acceptable Use Policy, Desku.io may suspend your account immediately to protect platform integrity before completing the termination process.

1. Good-Faith Negotiation

If a dispute arises, the parties agree to first attempt to resolve the issue through good-faith negotiations. Each party shall provide written notice describing the dispute and allow a reasonable period for discussion and resolution.

2. Binding Arbitration (If Applicable)

If the parties cannot resolve the dispute informally, the matter may be submitted to binding arbitration, unless prohibited by law. Arbitration will be conducted:

• In accordance with the rules of the designated arbitration body in the chosen jurisdiction
• By a single arbitrator mutually agreed upon by the parties
• In English, unless otherwise required
• With limited discovery, appropriate confidentiality protections, and final enforceability

Arbitration decisions are final and binding on both parties.

3. Court Jurisdiction (If Arbitration Does Not Apply)

If arbitration is not required or legally enforceable, disputes will be resolved exclusively in the courts located within [Jurisdiction], and both parties consent to the personal jurisdiction and venue of those courts.

4. No Class Actions

To the fullest extent permitted by applicable law, all disputes must be resolved on an individual basis.

Neither party may participate in or initiate:

• Class actions
• Class arbitrations
• Representative claims
• Joint claims involving other Customers

5. Injunctive or Emergency Relief

Either party may seek temporary or emergency injunctive relief from a court to prevent immediate or irreparable harm, such as:

• Misuse of confidential information
• Unauthorized access or data breaches
• Intellectual property violations

Such requests do not waive arbitration rights, if applicable.

6. Notice of Changes to Governing Law Terms

Desku.io may update the Governing Law or Dispute Resolution provisions when required by legal changes or business needs. Customers will be notified through reasonable means, and continued use of the Service constitutes acceptance of the revised terms.

1. Notice of Changes

When the Terms are updated, Desku.io will provide notice through one or more of the following methods:

• Email notification to the account owner
• In-app alerts or dashboard notifications
• A visible banner or announcement on the website
• Updated “Effective Date / Last Updated” information at the top of the Terms

You are responsible for reviewing such notices and staying informed of changes.

2. Continued Use Constitutes Acceptance

Your continued access to, or use of, the Service after the updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree with the updated Terms, you must stop using the Service and cancel your Subscription.

3. Material Changes

For changes considered material; such as updates affecting your rights, obligations, or the scope of data Processing, Desku.io will provide additional notice where legally required. In such cases:

• Desku.io may require you to actively re-accept the updated Terms
• Continued use of the Service without acceptance may result in restricted access

4. Historical Versions

Desku.io may maintain historical versions of its Terms for reference or compliance purposes. Customers may request prior versions if needed for legal or audit requirements.