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PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY BEFORE INSTALLING, DOWNLOADING, ACCESSING, OR USING OFFICEDESK.AI (“SOFTWARE”). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU OR THE ENTITY YOU REPRESENT (“LICENSEE” OR “YOU”) AND INITD (“COMPANY”, “WE”, “US”, OR “OUR”).
BY INSTALLING, DOWNLOADING, ACTIVATING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE AND PROMPTLY DESTROY OR RETURN ANY COPIES IN YOUR POSSESSION.
If You are entering into this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to this Agreement. If You do not have such authority, You must not accept this Agreement or use the Software.
For the purposes of this Agreement, the following terms shall have the meanings set forth below: “Software” means OfficeDesk.ai, including its binary executable files, command-line interface (CLI), related documentation, updates, upgrades, and any other materials provided by the Company under this Agreement. “Subscription” means the paid plan under which the Licensee is granted access to use the Software. “Authorized User” means an individual employee, contractor, or agent of the Licensee who is permitted to use the Software solely on behalf of the Licensee. “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and any other proprietary rights. “Confidential Information” means any non-public information relating to the Software, including its design, functionality, performance characteristics, and pricing.
Subject to the terms of this Agreement and payment of applicable Subscription fees, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for Your internal business operations during the Subscription term.
You may permit Authorized Users to use the Software on Your behalf, provided that You remain fully responsible for each Authorized User's compliance with this Agreement. The number of Authorized Users may not exceed the number specified in Your Subscription plan.
All rights not expressly granted to You in this Agreement are reserved by the Company. This Agreement does not convey to You any ownership interest in the Software or any Intellectual Property Rights therein.
You shall NOT, and shall ensure that Authorized Users do NOT:
The Software, including all copies, modifications, enhancements, and derivative works thereof (if any are permitted), is and shall remain the exclusive property of the Company and its licensors. The Company retains all Intellectual Property Rights in and to the Software. Nothing in this Agreement shall be construed as transferring ownership of any Intellectual Property Rights to You.
You acknowledge that the Software is proprietary, confidential, and constitutes a trade secret of the Company. You agree to take all reasonable precautions to protect the confidentiality of the Software and not to disclose the Software or any Confidential Information relating thereto to any third party.
Access to the Software requires payment of Subscription fees as set forth in the applicable order form, purchase page, or pricing schedule. All fees are non-refundable except as expressly stated herein or required by applicable law.
Subscriptions renew automatically at the end of each subscription period unless either party provides written notice of non-renewal at least fourteen (14) days prior to the renewal date.
The Company reserves the right to modify Subscription fees at any time. Changes to fees will be communicated to You with at least thirty (30) days' advance notice prior to the next billing cycle.
The Company reserves the right to suspend or terminate Your access to the Software immediately and without notice upon non-payment of any Subscription fees when due.
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:
WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU.
You shall indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
This Agreement commences on the date You first install or use the Software and continues for the duration of Your active Subscription, unless earlier terminated in accordance with this Agreement.
The Company may terminate this Agreement immediately upon written notice if You: (a) breach any material term of this Agreement and fail to cure such breach within fourteen (14) days of receiving written notice; (b) become insolvent or subject to bankruptcy or similar proceedings; or (c) engage in any conduct that the Company reasonably determines to be harmful to the Software or the Company's business.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder shall immediately terminate; (b) You shall immediately cease all use of the Software; (c) You shall destroy or delete all copies of the Software in Your possession or control; and (d) provisions of this Agreement that by their nature should survive termination shall survive, including Sections 4, 6, 7, 8, 10, and 11.
This Agreement shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law provisions.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Malaysia. Both parties irrevocably submit to the personal jurisdiction of such courts.
Prior to initiating any legal proceedings, the parties agree to first attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days from the date of written notice of the dispute.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
The Company reserves the right to update or modify this Agreement at any time. The Company will provide at least thirty (30) days' notice of material changes. Continued use of the Software after the effective date of any amendment constitutes acceptance of the revised Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
No failure or delay by the Company in exercising any right or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise of the same.
You may not assign, transfer, or sublicense any of Your rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement, including in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this section shall be null and void.
All notices under this Agreement shall be in writing and delivered by email or registered mail. Notices to the Company shall be sent to the contact information provided on the Company's official website or product documentation.
The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or other force majeure events.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein shall create or be deemed to create any third-party beneficiary rights.
This Agreement is in the English language. In the event of any conflict between any translation and the English version, the English version shall prevail.
BY USING OFFICEDESK.AI, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.
For any questions regarding this End User License Agreement, please contact: