Terms of Use

I. Your acceptance of these Terms of Use. Welcome to Unidesk’s Web site. In these Terms of Use we – Unidesk - will refer to you, a user of our Web site, as “You”.

Like all good things in life, certain rules apply to Your use of our Web site. You may use this Web site only in compliance with these Terms of Use and all applicable local, state, national, and international laws, rules and regulations. Our Web site is not intended for children or minors under the age of eighteen years without the permission of a parent or guardian. These Terms of Use are intended to be legally binding on You, and by accessing this Web site You will be deemed to have irrevocably agreed to abide by them and to have represented to Unidesk that You are fully able and legally competent to enter into and comply with them.

Unidesk may, in its sole discretion, modify or revise these Terms of Use at any time, and You agree to be bound by such modifications or revisions as You use our Web site. Although we may attempt to notify You when major changes are made to these Terms of Use, You should periodically review the most up-to-date version at http://www.unidesk.com/terms-use. Your obligations under these Terms of Use shall survive termination of this Web site, any use by You of this Web site, any of Your content on this Web site or these Terms of Use themselves.

II. Effective date.
These Terms of Use are effective as of May 2016.

III. Our Privacy Policy.
At Unidesk, we respect Your privacy. For details on Unidesk’s data collection and use practices, please review our Privacy Policy.

IV. Creating content on our Site.
Unidesk strives to maintain a respectful, engaging community on its Web site in which informative conversation is encouraged. You and other users of our Web site will have opportunities to create and display content on our Web site in a variety of forms, including but not limited to text, testimonial statements, software, scripts, graphics, photographic images, sounds, music, videos, audiovisual combinations, interactive features and other materials. In these Terms of Use we will refer to such items as "User Generated Content." You agree that You will only submit material that You have created and/or that You have all rights and permissions necessary to submit the items You post as User Generated Content. Your participation in online communications occurs in real time and is not edited, censored, or otherwise controlled by Unidesk before being published; nevertheless, You understand and accept that certain automated content filters utilized by Unidesk to intercept objectionable content such as “spam” may in some cases prevent Your content from being placed on our Web site.

You understand that Unidesk does not guarantee any confidentiality with respect to any User Generated Content You submit. The material You submit, post, or display will be able to be viewed by other users of our Web site and through third party services and Web sites. You should only provide User Generated Content that You are comfortable sharing freely with others under these Terms of Use. Remember that You are legally responsible for Your User Generated Content. You can be held personally liable and legally responsible if Your User Generated Content violates the law, is defamatory, obscene, or libelous, violates an obligation of confidentiality, or violates the rights of others.

V. You continue to own the User Generated Content You submit, but we and others may use it.
You continue to own Your User Generated Content even after placing it on our Web site (unless You have agreed with us otherwise in a separate written agreement). We do not claim any copyrights in User Generated Content created and posted by individual visitors to our Web site (again, unless we have entered into a separate written agreement providing otherwise). We do need the ability to share Your User Generated Content with others and to manage what is posted on our Web site. So, by uploading, posting, transmitting or otherwise making any User Generated Content available on or through this Web site, You are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain, revise, repurpose and commercialize that User Generated Content in any way in any and all media or forms of communication, whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating You in any way, and to authorize others to do the same. You also hereby grant each user of our Web site a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license to access Your User Generated Content through our Web site, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Web site and under these Terms of Use, without restriction, notification, or attribution, and without compensating You in any way. The above licenses will remain in effect even if You unpublish or otherwise remove the User Generated Content from our Web site. Further, it is important that You understand and agree that unpublishing or removal of User Generated Content does not mean that all copies of such User Generated Content will be removed from computers used to host the Site, or from other computers to which the User Generated Content may have been copied.

VI. We may disclose and/or remove content including User Generated Content.

  1.       Reserved rights. Unidesk reserves certain rights to ensure that the primary purposes of our Web site are protected. We reserve the right (but do not have the obligation) to monitor all User Generated Content. We reserve the right to require that You avoid certain subjects, if we believe that doing so will help ensure compliance with applicable laws. We reserve the right (but do not assume the obligation) to remove any content including without limitation User Generated Content at any time and without notice at our sole and absolute discretion. We reserve the right to disclose any User Generated Content and the identity of the user who posted or transmitted it in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect our rights or the rights of others, or to enforce these Terms of Use. In addition, we reserve the right (but do not assume the obligation) to terminate Your access to and use of this Web site, or to censor, edit or block Your transmissions thereto in our sole discretion. You agree that our exercise of such discretion shall not render us the owner of the User Generated Content, and the user who made such User Generated Content available on this Site will retain ownership of it as provided above.
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  3.       Digital Millennium Copyright Act. If You are a copyright owner or their agent and believe that any content including without limitation User Generated Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing [see 17 U.S.C 512(c)(3) for full details, since what follows is only a summary]:
  4. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  5. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  6. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material.
  7. Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail.
  8. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  9. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Unidesk’s designated copyright agent for notice of alleged copyright infringement appearing on the Web site is Unidesk Corporation, Attn: Copyright Agent, 313 Boston Post Road West, Marlborough, Massachusetts 01752, email: copyright(at)unidesk.com, fax: 508-573-7801. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Unidesk customer service through support(at)unidesk.com. You acknowledge that if You fail to comply with all of the requirements of this notification provision Your DMCA notice may not be valid.

VII. Other Intellectual Property Rights

  1.       Ownership. Except for User Generated Content as provided for in these Terms of Use, all content, text, images, data, information and other material displayed, available or present on this Web site ("Content"), including any intellectual property rights in such Content (including without limitation trademarks and copyrights) (hereinafter "Intellectual Property Rights"), are the property of Unidesk, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws and may not be used without the written permission of Unidesk.
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  3.       Authorized and prohibited uses. You may access, use and display this Web site on a single computer only and download and print copies of the Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as You comply with these terms and conditions and applicable laws. Permission is hereby granted to the extent necessary to lawfully access and use this Web site and to display, download, or print portions of this Web site on a temporary basis, provided that You (i) do not modify the Content, (ii) You retain any and all copyright and other proprietary notices contained in the Content, and (iii) You do not copy or post the Content on any network computer or broadcast the Content in any media. Otherwise You may not otherwise reproduce, sell, publish, distribute, modify, display, or use any of this Web site or the Content without the prior written permission of Unidesk; provided, however, if the functionality of the Web site permits the emailing of certain Content or a link through the use of an "email to a friend" (or similar) icon, You may send that particular Content or link to others by email, as indicated. You will not infringe upon any Intellectual Property Rights or remove or modify related proprietary notices contained in this Web site or the content.
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  5.       Feedback. You may provide feedback to Unidesk with respect to our Web sites, products or services, and doing so will be considered entirely voluntary on Your part. Unidesk may use feedback freely for any purpose and in any way without obligation of any kind. To the extent a license is required under Your intellectual property rights to make use of the feedback, You hereby grant Unidesk an irrevocable, non-exclusive, perpetual, royalty free license to use the feedback in connection with Unidesk's business, including without limitation enhancement of our products, services or other offerings.

 

  1.       Third Party Sites and Other Information. As a convenience to You, this Web site may contain content, links, and other information submitted by third parties over whom Unidesk has no control or responsibility. Unidesk has no obligation to You to monitor, control or restrict the use of this Web site, or third party websites accessible via links on this Web site. These other sites are not under the control of Unidesk, and You acknowledge that (whether or not such sites are affiliated in any way with Unidesk) Unidesk is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by Unidesk or any association with its operators.

VIII. Web site and registration administration

  1.       Linking. No link shall be made to any page of this Website except a direct link to the top page (http://www.unidesk.com/) without framing. In addition, any link to this Website must be immediately followed by notice to Unidesk via e-mail at webmaster(at)unidesk.com. This e-mail address is being protected from spam bots, and You need JavaScript enabled to view it. In the event Unidesk deems Your linking practices in relation to this Web site to be inappropriate, Unidesk may provide notice to You concerning removal or modification of the inappropriate link, and You agree to comply with any and all requirements of Unidesk set forth in that notice. Upon notification of Unidesk as provided above, You may link to this Web site unless and until Unidesk gives You notice that You must discontinue linking to this Web site.
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  3.       Authority of Web site Administrator. Unidesk may in its discretion modify, edit, translate, suspend, restrict access to or terminate this Web site, these Terms of Use, all content on it or any link at any time without liability or prior notice. Unidesk may in its discretion terminate the browsing of, registration with and use of this Web site by any person or entity at any time without liability or prior notice for any reason, including but not limited to for any breach of these Terms of Use.

 

  1.       Registrations and passwords; conduct. Unidesk may or may not at times require You to have a password and provide registration details to access this Web site or portions of this Web site. If Unidesk does require a password and registration details, it shall be a condition of use of this Web site that all the details You provide are correct, current and complete. If Unidesk believes that the details are not correct, current or complete, we will have the right to refuse You access to our Web site, or any of its resources, and to terminate or suspend You account, if any. You are responsible for maintaining the confidentiality of any password(s) You are given to access our Web site, and You are fully responsible for all activities that occur under Your password(s). You agree to notify Unidesk immediately of any unauthorized use of Your password(s). Unidesk reserves the absolute right not to issue a password to any person or entity.

You will not engage in conduct on or in connection with this Web site that is illegal, misleading, infringing, defamatory, obscene, offensive, or otherwise objectionable. You will not cause damage, embarrassment or adverse publicity to Unidesk. You will cooperate with all reasonable requests of Unidesk, and will notify Unidesk promptly upon learning of any actual or suspected breach of these Terms of Use or unauthorized use or abuse of this Web site.

IX. Disclaimers.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNIDESK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE UNIDESK WEB SITE, THE CONTENT ON IT AND YOUR USE OF THEM, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Unidesk makes no warranties or representations about the accuracy or completeness of this Web site's content or the content of any Web sites linked to this site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies, (ii) any unauthorized access to or use of our secure servers and/or any and all information stored there, (iii) any interruption or cessation of transmission to or from our Web site, (iv) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through our Web site by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via our Web site. No representation or other affirmation of fact, whether made by Unidesk employees, on the Unidesk Web site or otherwise, shall be deemed a warranty by Unidesk for any purpose or give rise to any liability of Unidesk whatever. You agree that Your use of the Unidesk Web site shall be at Your sole risk and liability.

X. Limitation of liability
IN NO EVENT SHALL UNIDESK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE UNIDESK WEB SITE OR ANY CONTENT ON IT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT UNIDESK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF YOUR REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. UNIDESK IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

UNIDESK’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE UNIDESK WEB SITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SUCH LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, UNIDESK’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

XI. Indemnity.
To the extent permitted by applicable law, You agree to defend, indemnify and hold harmless Unidesk, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to our Web site, (ii) Your violation of any term of these Terms of Use, (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your User Generated Content caused damage to a third party. This defense and indemnification obligation will survive and termination of these Terms of Use and Your use of the Web site.

You understand that when using the Web site, You will be exposed to content from a variety of sources, and that Unidesk is not responsible for the accuracy, usefulness or safety of or relating to such content. You further understand and acknowledge that You may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Unidesk with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Unidesk, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to Your use of the Web site.

XII. General.

  1.       Dispute Resolution; Applicable Law and Forum. With respect to any and all disputes arising out of or in connection with this Web site or these Terms of Use (including without limitation Unidesk’s Privacy Policy), Unidesk and You agree to negotiate in good faith and undertake commercially reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. Unidesk has no obligation to become involved in any dispute between You and any other person. You agree that our Web site shall be deemed solely based in the Commonwealth of Massachusetts and shall be deemed a passive Web site that does not give rise to personal jurisdiction over Unidesk, either specific or general, in jurisdictions other than Massachusetts. Our Web site is controlled and offered by us from our facilities in the United States of America, and we make no representations that it is appropriate or available for use in other locations. If You access or use the Web site from other jurisdictions You do so at Your own volition and are responsible for Your compliance with local law. This Web site, these Terms of Use and any dispute arising in connection with them shall be exclusively governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law principles. You and Unidesk agree that all disputes arising under this agreement will be settled exclusively through confidential binding arbitration in Massachusetts or another forum mutually agreed upon by the parties, pursuant to the Rules of Arbitration ("Rules") of the International Chamber of Commerce ("ICC") by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with such Rules. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Unidesk is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms of Use pending a final arbitration decision. YOU AND UNIDESK AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE UNIDESK WEB SITE AND YOUR USE OF IT, THESE TERMS OF USE OR UNIDESK’S PRIVACY POLICY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
  2.       Modification of Terms of Use. These Terms of Use and the Privacy Policy referenced herein constitute the complete agreement between the parties with respect to their subject matter and supersede any prior agreement or communication. Your continued use of this Web site subsequent to Unidesk's notice of modification of these Terms of Use shall constitute Your acceptance of the modified Terms of Use. If any term or provision of these Terms of Use shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of these Terms of Use; such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Use. These Terms of Service, and any rights and licenses granted under them, may not be transferred or assigned by You, but may be assigned by Unidesk without restriction. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits. The failure of either party to enforce in any one or more instances any of the terms and conditions of this Agreement shall not be construed as a waiver of future performance of any such term or condition. Waiver of any term or condition shall only be deemed to have been made if expressed in writing by the party granting such waiver. The headings and captions used in these Terms of Use are for convenience only, and shall not affect their interpretation.
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  4.       Separate terms and conditions. In connection with Your use of and/or access to content contained in certain areas of this Web site, it may be necessary for You to consent to policies or terms and conditions in addition to these Terms of Use. You should read such policies or terms and conditions carefully before agreeing to them and making any use of such content or areas of this Web site. Any such policies terms will not be construed as varying or replacing these Terms of Use regarding any use of this Web site, unless expressly so stated.

 

  1.       Contact information. If You have any questions regarding these Terms of Use, please contact Unidesk.
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Last Modified: May 4, 2016