Terms of service - Subscribers

At Deskfactors, we are committed to ensuring that your Personal Information is kept secure. We understand the importance of your privacy and do our best to prevent any compromise to the same. With this Privacy Policy for Users ( ‘Privacy Policy’ or ‘Policy’), we aim to inform you on the manner in which your Personal Information will be either collected, processed, stored or transferred.

Deskfactors Inc. is a company incorporated and registered in the state of Delaware, USA (the "Company”) with the following State File Number: 20202357853. For the purpose of this Privacy Policy, "you", “yours” and "users" as used herein refers to anyone, including any individuals and/or entities registering, accessing or using the Platform as a user and/or who is added to the Platform by the Subscriber or Internal User;the word “Subscriber” as used herein refers to anyone, including any individuals and/or entities subscribing to, registering, accessing or using the Platform as an administrator and who is able to add users to the Platform.; andthe words “we”, “our”or “us” means the Company, rendering certain services on the Platform.

This Privacy Policy for Users applies to all our products and/or services including our software, applications, our cloud-based platform and/or mobile application known as Bluesecures (“Platform”). We recommend that you also read our Terms of Use for Users (“Terms of Use”) along with any additional terms or policies uploaded onto our Website [www.bluesecures.com] (the “Website”). This Policy, the Terms of Use and any other policies, guidelines made applicable to you, from time to time, along with any agreements your Subscriber might have entered into with us pertaining to the use of our Services, constitute the entire agreement between us and you with respect to your access to or use of our Services. For any information with respect to the terms of the agreement your Subscriber has entered into with us, please contact your Subscriber.

Your Subscriber is the data controller with respect to your Personal Information. A data controller determines the purposes for which and the meansby which your Personal Information is processed. Your Subscriber has collected/will be collecting certain information of yours during the registration/ subscription process and access/ use of our Platform by you. The Subscriber will be fully accountable for the protection of your Personal Information and is mandated by law to take all necessary steps to stay compliant in this respect in accordance with the applicable laws. Please, read this Policy thoroughly to learn the details of what information of yours requires protection, what rights you may have on your Personal Information and how to exercise these rights, what Personal Information of yours is being collected by your Subscriber, the meansby which your Personal Information is processed and the purpose for which it’s collected, how your Personal Information will be used/ stored/ protected/ disclosed/ transferred etc., how you can exercise your rights over your Personal Information, whether your Personal Information will be shared with third parties and the purpose for which it will be shared, where your Personal Information is being stored and how long we intend to keep it, and other related information/ details you might find useful.

Any policies in place between you and the Subscriber with regard to any Personal or Non-Personal information shared shall stand separate from this Policy.

Please, read this Policy carefully, and if you agree to provide your consent with respect to your Personal Information in terms as given here, please continue and register, access and use our Services. Based on your location and the jurisdiction of law you fall under, you agree that you are of appropriate legal age or older to visit, access and/or use the Services in any manner. By registering, accessing and/or using our Services you represent and warrant to the Company that you are of the appropriate legal age or older, and that you have the right, authority and capacity to use the Service and that you agree to the terms of this Policy. If you are not of appropriate legal age to access and/or use the Service or to provide consent, then it will be understood that your parent or guardian expressly agrees to consent to our terms on your behalf by allowing you to access and/or use the Service. The Subscriber shall take full responsibility of ensuring such express consent has been obtained from the parent or guardian in order to allow for your access and/or use of the Service and shall not hold Deskfactors responsible for any failure to obtain such express consent.

I. POLICY UPDATES AND APPLICABILITY

II. INFORMATION COLLECTED AND/OR PROCESSED

III. CONSENT

IV. PURPOSE OF COLLECTION, PROCESSING, USE, STORAGE AND DISCLOSURE OF INFORMATION

A. The Subscriber collects, processes, uses, stores and or discloses your Personal Information for the purposes:

(i) of using our Platform features such as generating/ sharing content, communicating with other users, creating profiles, registering for third-party services, participating in online surveys or discussion groups and/ or forums and for registering to our newsletters;

(ii) of communicating with you and responding to your questions or requests, providing you with the required feedback, support and assistance in order for you to effectively use our Platform and avail our Services;

(iii) of assessing the required customizations in order to better your experience of our Platform or Website;

(iv) of complying with applicable laws and regulations;

(v) of responding to or taking part in legal proceedings, including seeking professional advice; and

(vi) as arising from or incidental to the above.

B. You acknowledge that your information may be disclosed to our partners and third-party service providers in the course of providing Services to you and that your Personal Information will be used by our partners and third-party service providers solely for the purposes of providing Services to you. We do not permit our partners and third-party service providers to use the information, that we share with them, for their marketing purposes or for any other purpose other than in connection with the services they provide to us.

C. We or the Subscriber may shareyour Personal Information if it is believed that it is necessary in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any Subscriber or User, violations of our Policy, Terms of Use of any Agreements we may have in place, or as otherwise required by law.

D. Collecting, storing, deleting, processing, using, combining, sharing, transferring and disclosing your Personal Information may take place within Singapore, North America, South America or Europe Union, India, Asia Pacific and other such countries as applicable and appropriate., as the case may be. We strive to ensure compliance with all applicable laws depending on the jurisdiction applicable to you.

V. DATA STORAGE

Your Personal Information is stored securely in our or third-party servers situated in the same or the nearest location within which the collection or processing of your Personal Information takes place usually as is derived from the Subscriber location.

VI. YOUR RIGHTS

A. Users locatedwithin either the European Union, North America, South America, SingaporeIndia, Asia Pacific and other such countries as applicable and appropriate, have certain statutory rights available to them, based on the country’s jurisdiction under which they fall, in terms of their Personal Information. You may have a right to;

(i) request for access to your Personal Information;

(ii) request for copies of the same, subject to a minimal fee as applicable;

(iii) ensure the Personal Information provided is up to date and to request for correction of the Personal Information if found to be inaccurate;

(iv) withdraw consent or opt-out of certain Services;

(v) restrict or object to the processing of your Personal Information;

(vi) disclosure of Personal Information disclosed for valuable consideration;

(vii) not be discriminated against while exercising certain rights;

(viii) transfer or delete or erase your Personal Information under certain conditions;

(ix) lodge a complaint with the relevant data protection authority; and

(x) any other right as available to you under the relevant law.

B. These rights are subject to any applicable fees, limitations and exceptions, as the case may be, in accordance with the laws applicable to you.

C. We request a period of 10 (ten) days to one month, depending on the jurisdiction and the type of request, to respond to any requests made. If you wish to exercise any of your rights, please contact the Subscriber via email or by using the chat feature available on the Platform.

VII. COOKIES AND ONLINE ADVERTISING

Cookies: Deskfactors may use cookies on the Website to analyze trends, administer the Website and track user movements in order to ensure better performance and to gather demographic information about our user base as a whole. Cookies help personalize and maximize your use of our Website, including storing user preferences, improving search results, advertisement selection and tracking user trends. You may choose to delete or block our cookies at the browser level, but if you choose to do so, it will limit your use of certain features or functions pertaining to our Services. The Subscriber may collect, process and store any Personal Information you provide when you use Services, including when you add Personal Information on a web form, add or update your account information, or when you correspond with the Subscriber while using our Services.

VIII. THIRD-PARTY WEBSITES

Our Platform, Website and our communication with you may from time to time contain links to third-party websites, over which we have no control. If you follow a link to any of these websites, please note that they have their own terms, practices and policies. You agree to read the privacy policies and the terms of use of these websites and understand your rights therein and adhere to the same. We accept no responsibility or liability for any practices of any third-party websites.

IX. SECURITY

All information provided by you is stored on our or any third-party secure servers. We protect your information using physical, technical, and administrative security measures to reduce the risks such as loss, misuse, unauthorized access, disclosure and alteration. We use the relevant industry standard encryptions like HTTPS and practices like protection against cyber-attacks, data encryption practices (such as SSL certificates), firewalls and information access authorization controls. We make best efforts to ensure that the security practices adopted by us are reasonably at par with industry standards. Further:

X. RETENTION OF DATA

XI. CROSS BORDER TRANSFERS

XII. CONTACT US

If you have any questions, comments or requests regarding the Personal Information that we process, please contact our data protection officer at blue@bluesecures.com. Any questions regarding collection and processing of your Personal Information by the Subscriber may be directed to the Subscriber by using the chat feature found within the Platform or via e-mail.

XIII. GOVERNING LAW

This Privacy Policy is published and shall be governed by and construed in accordance with the applicable laws of the State of Delaware, as amended from time to time, without reference to conflict of laws principles. The courts in Delaware, USA, shall have the exclusive jurisdiction to determine any disputes arising in relation to, or under, this Privacy Policy. You agree to submit to the jurisdiction of the courts in Delaware, USA, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

XIV. WhatsApp - Third Party integration

General

WhatsApp is owned by a third-party unaffiliated with BlueSecures. You shall independently be guided by their privacy policies and BlueSecures has no control over them. BlueSecures is not responsible for the privacy or security policies at these sites or other third-party sites that may be linked to from within our social media channels. You should always review the privacy and security practices and policies of each third-party site you visit. BlueSecures does not endorse and is not responsible for any ads, content, products, advice, opinions, recommendations or other material of third-party sites that may be promoted via advertising within any social media properties. The Customer further understands and agrees that WhatsApp or any other service provider through which we are providing the Services on WhatsApp may review and monitor, store the contents shared/communicated through the WhatsApp or other service provider(s) and may share the same with third parties.

Sharing of Information

Fraud or Unauthorized Use

BlueSecures shall not be responsible for and user shall solely be responsible for any unauthorized access or use of their personal information through WhatsApp platform.

Responsibilities and obligations of the subscriber

Termination

BlueSecures may, at its discretion, withdraw temporarily or terminate all or any of the Services on WhatsApp, either wholly or in part, at any time without giving prior notice to the user. BlueSecures may, without prior notice, suspend or all or any of the Services on WhatsApp at any time during in case of any emergency or for security reasons, which require the suspension of the Services on WhatsApp.

Governing Law

Accuracy of Information

Eligibility

The subscriber hereby agrees and undertakes that he shall use the Services only if he fulfills the eligibility criteria as given below and shall otherwise not use the Services:

1. The User is an individual or an entity

2. The User is a major and if an entity is registered as per the laws of the country

3. The User or the entity is of sound mind, and competent to contract as per laws of the country in which the user and or the entity is resides / registered and or contracts from.

Indemnity

The User (Administrator or the subscriber) undertakes to indemnify the subscriber (entity, if the case may be) of BlueSecures and also keep BlueSecures and its officers/employees, agents and directors fully indemnified and harmless from and against all the consequences of breach of any of these terms, conditions, including undertakings, representations and warranties mentioned herein, or in the event of any of its representations or warranties found to be false at any point of time, including any actions, notices, suits, claims, proceedings, damages, liabilities, losses, expenses, costs or penalties, suffered or incurred by BlueSecures including from any third parties.

Modification/Alterations to the Facility

BlueSecures reserves the absolute discretionary right to make any amendments in the given terms and condition at any time as it may deem fit without any prior notice to the User, Subscriber or the entity. Any such amendment shall be communicated by displaying on the website https://bluesecures.com/ and the User, Subscriber or the entity shall be bound by such amended terms and conditions.

Acceptance of WhatsApp Commerce Policy

Use of Commerce Catalogs on the WhatsApp SMB App or provide any other commerce experiences to sell goods or services -BlueSecures app complies with the policies and prohibitions listed below, as well as all applicable terms, laws and regulations.

BlueSecures (Deskfactors) is solely responsible for the transactions and providing any sales terms, privacy terms processing, paying for, or fulfilling any sales relating to your transactions determining, collecting, withholding, reporting, and remitting all applicable taxes, duties, fees and additional charges for sales relating to the transactions or other terms applicable to the interactions with its subscribers and users.

As a business or a company, BlueSecures (Deskfactors) will not …

1. Transact in the operations or exchange of illegal products or services.

2. Transact in the sale of illegal, prescription, or recreational drugs including marijuana and marijuana products, pipes and bongs, prescription drugs. Manufacturers and healthcare services who do not engage in direct sale are allowed.

3. Transact in the sale of tobacco products such as cigarettes, cigars, and chewing tobacco, tobacco pipes and paraphernalia, tobacco rolling machines, hookahs, Bongs, rolling papers, electronic cigarettes (E-cigarettes) or tobacco devices.

4. Transact in the sale of alcohols such as alcoholic beverages and kits for producing alcohol.

5. Transact in the sale of unsafe ingestible supplements such as Anabolic steroids, chitosan, comfrey, dehydroepiandrosterone, ephedra, human growth hormones as determined by WhatsApp in its sole discretion.

6. Transact in the sale or use of weapons, ammunition, or explosives such as firearms and firearm parts, Paintball guns, BB Guns, fireworks, pepper spray, tasers, gun ranges, gun shows.

7. Transact in the sale of live animals, livestock, prohibited animal parts, any product or part, including but not limited to leather, skin, hide, fur, wool, or hair from any dogs, cats, and endangered or threatened animals

8. Transact in the sale or use of adult products or services such as sex toys, videos or live shows for adult entertainment, sexual enhancement products, and sexually suggestive services.

9. Transact in the sale of human body parts or fluids such as blood, hair extensions and wigs, urine, body parts, organs, human tissue, teeth.

10. Transact in certain healthcare products, including medical devices such as contact lenses, bandages and braces for physical injuries, thermometers, testing kits for medical conditions or diseases, breast pumps, first-aid kitsand smoking cessation products containing nicotine such as nicotine patches, nicotine gum.

11. Not position implied nudity, implied sexual acts, zoomed-in sexual imagesor products or services in a sexually suggestive manner.

12. Transact in or facilitate gambling, games of skill, or lotteries, including online casinos, sports books, bingo, or poker if it costs money.

13. Transact in or facilitate online dating services.

14. Transact in the sale of devices that facilitate or encourage streaming digital content in an unauthorized manner or interfering with the functionality of electronic devices such as sale of streaming devices loaded with software that facilitates unauthorized access to content, jailbroken or loaded devices, jamming or descrambling devices, wiretapping devices.

15. Transact in the sale, including renewals and upgrades, etc., of digital content, digital subscriptions, or digital accounts such as downloadable content, including PDFs, music, games, movies, etc, digital accounts, including games accounts, digital subscriptions and internet streaming services, including TV, mobile, etc, digital coupons.

16. Transact in deceptive, false, misleading, or offensive offers or products such as multilevel marketing, penny auctions, ICOs and binary options, payday loans, paycheck advances, P2P lending, debt collection, and bail bonds, diet, weight loss, or other health related products that imply or attempt to generate negative self-perception.

17. Transact in the sale of real, virtual, or fake currency such as real money (cash or cash equivalent instruments and coins), replica or prop money, digital or crypto currency, active bank credit or debit cards, store credit cards or coupons, pre-paid credit or debit cards, checks or checkbooks, equipment to create counterfeit currency or financial instruments.

18. BlueSecures will not deal with content that infringes upon or violates the intellectual property rights of any third party, including copyright or trademark such as counterfeits, knockoffs, or replicas of branded goods, or posts offering goods that are likely to confuse consumers about the source, sponsorship or affiliation of those goods, unauthorized or pirated copies of copyrighted works, such as videos, movies, TV shows and broadcasts, video games, CDs or other musical works, books, etc.

LAST UPDATED: [DEC 14, 2024]

Terms of service - Users

Deskfactors Inc. is a company incorporated and registered in the state of Delaware, USA(the "Company” or “Deskfactors”) with the following State File Number: 20202357853. For the purposes of these Terms, "You", “Yours” and "Users" as used herein refers to anyone, including any individuals and/or entities registering, accessing or using the Platform as either an Internalor External User (as defined below) and/or who is added to the Platform by the Administrator. The words “Admin”, “Administrator” or “Subscriber” as used herein refers to anyone, including any individuals and/or entities registering, accessing or using the Platform as an administrator and who is able to add Users to the Platform. The words “we”, “our” and “us” shall mean Deskfactors, and/or any third-party service providers rendering certain services on the Platform.

These Terms govern Your use and/or access to our products and/or services (the “Services”), including the Deskfactors website(s) [www.bluesecures.com] (“Website”), Deskfactors’s application [Bluesecures] (“Application”), Deskfactors’s application programming interfaces (APIs), our notifications and/or any information or content appearing therein (collectively, the “Platform” ) on any mobile phone, tablet, computer or other devices (collectively, the “Device” ).

Please, also carefully read our privacy policy for users (“Privacy Policy”) and other policies/ guidelines given on the Website, before using the Platform, Website, Application, products or Services. In the event of any ambiguity or discrepancy between these Terms and any policies/guidelines, the provisions of these Terms shall prevail. These Terms, the Privacy Policy, and any other policies/guidelines made applicable to You, from time to time, constitute the entire agreement between us and You with respect to Your access to or use of the Platform, Website, Application and the product or Services. Matters concerning licensing, features available, delivery, invoicing, payments, customizations, maintenance and support offered, if any, along with other such expressed terms covered in the respective third party agreements, including but not limited to, any license/service/subscription/partnerships agreements (“Agreements”) entered into with us and the Subscriber shall be read together and construed, to the fullest extent possible, to be in concert with these Terms, the Privacy Policy and any policies/guidelines applicable at that time. Capitalized terms used within these Terms that are not defined herein shall have the meanings and references provided to them in their respective Agreements.

In case You do not accept these Terms or the Privacy Policy, You are not permitted to install, access, download or otherwise use the Platform. If You access, download, install or use the Platform, You automatically accept and agree to be bound by these Terms of Use (“Terms”). If You are an individual acting on behalf of an entity, You represent and warrant that You have the authority to accept these Terms on behalf of that entity. If You do not have such authority, You are solely responsible for Your use of the Platform. If You do not accept the Terms stated herein, do not access, download, install or use the Platform.

Users who violate these Terms may have their access and/or use of the Platform suspended or terminated, at the Company’s sole discretion.

1. Eligibility

Based on Your location and the jurisdiction of law You fall under, You agree that You are of appropriate legal age or older to visit, access and/or use the Platform in any manner. By visiting this Platform or accepting these Terms, You represent and warrant to the Company that You are of the appropriate legal age or older, and that You have the right, authority and capacity to use the Platform and that You agree to abide by and be bound by these Terms of Use. If You are not of appropriate legal age and access and/or use the Platform, then it will be understood that Your parent or guardian expressly agrees to consent to our Terms on Your behalf by allowing You to access and/or use the Platform. The Subscriber shall take full responsibility of ensuring such express consent has been obtained from the parent or guardian in order to allow for Your access and/or use of the Platform and shall not hold Deskfactors responsible for any failure to obtain such express consent.

2. Customer/User Types

Subscribers may choose to subscribe to our Platform either by submitting a Purchase Order to us or by opting to pay for the subscription plan feature available on our Platform. For Subscribers who submit Purchase Orders and add Users, such Users shall be identified as “Offline Customers” and those Users added by Subscribers that utilize the subscription plan option available on our Platform shall be identified as “Online Customers”.

Subscribers have the option to add or remove Users. Users are of two types; Internal Users and External Users. “Internal Users” require a license that must be paid for and procured by the Subscriber. “External Users” may be added by the Subscriber without procuring a license or by an Internal User. External Users will however have limited access to certain features available on the Platform. All Users identifying as employees or contractors or who are deemed to require full access to the Platform by the Subscriber must be added as Internal Users and other types of Users may be added as External Users. Deskfactors reserves the right to limit the number of External Users added by a single Subscriber.

Deskfactors reserves the right to conduct an audit, at any time, of all User profiles and licenses procured to ensure there are no employees or contractors or users that otherwise require Internal User access being added as External Users. If such cases are found then Deskfactors can accordingly charge the Subscriber,retrospectively from the date on which such Internal User was added, for the additional number of Internal Users found in the invoice generated for the subsequent billing cycle and has the option to terminate the Services being provided to You.

3. Profiles:

Your Administrator has the authority and is responsible for creating, modifying and deleting profiles available on the Platform. The type of profile assigned to You solely depends on the Administrator’s requirement.

4. Acceptance

a) You agree that You will use the Platform for the temporary purpose as permitted by Your Administrator. In this respect You may send and receive text, media and files and make audio/visual calls and utilize such other features which may be introduced from time to time by Deskfactors and as permitted by Your Administrator.

b) You represent and warrant to us that You will use the Platform in a manner consistent with all applicable laws and regulations;

c) You will at all times ensure that You comply with these Terms, the Privacy Policy and other policies/guidelinesgiven on the Platform or applicable Agreements in place.

d) We reserve the right to modify or change these Terms from time to time, at the Company’s sole discretion. Deskfactors may revise these Terms at any time by posting an updated version to this page. You should visit this page periodically to review the most current Terms because they are binding on You. Any update to these Terms will be made available on the Platform, and the Terms will show the date on which it was last updated. Your continued access or use of the Platform after the revised Terms have been posted, constitutes Your acceptance of the revised Terms;

e) We may alter, suspend, or discontinue the Platform including the products and/or services, in whole or in part, at any time and for any reason at our sole discretion, without notice. We may restrict access to portions of our Services, for some or all Users, from time to time. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment, server issues or for other reasons. You acknowledge and agree that we are not obligated to continue offering, supporting, or updating the Services and that we make no commitment to do so.

5. Availability of our Services

a) We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the Services on offer, add or remove functionalities or features and/or suspend or stop certain Services, functionalities or features altogether. If we discontinue certain Services, functionalities or features, we will make best efforts to provide notice of the same, where reasonably possible;

b) We may release Services, functionalities or features that we are still testing and evaluating. We may label such Services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand and agree that these beta Services may not be reliable as the functionalities and features may require further fine-tuning and will be provided on an ‘as is’ basis;

c) Free trials may be made available to Online Customers for a period of 15 days,or more at the discretion of Deskfactors, from the date of opting for such free trial (“Free Trial”). The Free Trials may not have access to all features or functionalities of the Platform. Once the trial period has ended, Your Administrator is advised to purchase a proper subscription of the Platform before the end of the trial period in order to continue using the Platform in an uninterrupted manner. Failure to purchase the subscription will result in the Platform being available with limited access only to the Administrator for a period of 30 days from the date the Free Trial has ended in order to allow for downloading of any User Content that has been uploaded onto the Platform. After such period the User Content will be automatically deleted by us and cannot be retrieved.Your Administrator must ensure to download all User Content within this timeframe. Deskfactors shall not be held liable for the loss of such data once it has been deleted;

d) Notwithstanding what is stated in the above Clause, Deskfactors reserves the right to retain any information collected upon registration and subscription pertaining to You or any Subscribers that accessed and/or used the Platform in order to allow for faster re-activation or re-enablement of the Services and/or features of the Platform or as per any requirements stated under applicable laws.

e) Deskfactors as well as the Administrator reserves the right to limit Your use of the Platform and Services, including the right to restrict, suspend or terminate Your account if we or the Administrator believes that You are in breach of these Terms and/or are misusing and/or allowing the misuse of the Platform or Services;

f) We make best efforts to ensure that our Platform is always available, but we do not guarantee that the operation and/or access to our Platform will be uninterrupted or continuous. Further, given the nature of the business and the constant evolving nature of technologies of the industry we are in, we cannot guarantee complete security and safety over any information, data or User Content that may be uploaded, shared, hosted, displayed or transmitted through our Platform. Our Platform may not be fully immune to any planned, unplanned or incidental issues relating to data breaches, shut downs or technological issues and may also be interrupted for reasons, including but not limited to, maintenance, repairs, upgrades, network or equipment failures and or due to government action and or malicious third-party intervention;

g) You or Your Administrator are responsible for configuring and keeping updated Your information technology, computer programmes, Devices, platforms or operating systems and security in order to access and/or use our Platform;

h) We neither represent nor warrant that our Platform will be free from errors, bugs, attacks or viruses.

6. Devices, Software and Connection

In order to use our Platform, You or Your Administrator, as the case may be, must ensure to use Devices, software, internet connections and data connections that are required to access and use our Platform. You acknowledge that any failure to use up to date software or Devices or high-speed internet or data connections will result in poor performance or non-performance of our Platform and will not hold us responsible for the same.

7. Use of content

a) The entire contents of the Platform, including but not restricted to designs, text, graphics, images, video, information, logos, button icons, software, audio files and other content, except the User Content, is collectively, the "Company Content";

b) All Company Content is the property of the Company and/or its licensors, as the case may be. The compilation (including the collection, arrangement and/or assembly) of all Company Content is the exclusive property of the Company. The Company retains all intellectual property rights including all rights in and to the Company Content, inventions, utility models, patents, copyright and related rights, trademarks, logos, trade and business names, rights in designs, rights in computer software, database rights, moral rights, know-how and trade secrets, in every case whether registered or unregistered and all similar or equivalent rights or forms of protection (whether now or in the future) in any part of the world. Unauthorized access,copying, use or distribution of Company Content is strictly prohibited;

c) You may not sell, modify, reverse engineer, reproduce, display, publicly perform, distribute, or otherwise use the Company Content in any way for any purpose whatsoever including for any public or commercial purpose, in connection with services that are not the Services of the Company; or in any other manner that is likely to cause confusion amongst Subscribers or Users;

d) Any code (source code, object code), design, UX, UI that the Company creates to generate or display any Company Content or the pages making up the Platform is also the Company’s intellectual property. You may not copy, adapt, reverse engineer, create derivative works, translate or infringe the Company’s rights in any way. You may not use any of the Company Content on any other platform (including, without limitation, by uploading or republishing Company Content on any internet, intranet or extranet site or incorporate the Company Content in any other database or compilation for any purpose);

e) You shall not copy or adapt the HTML code that the Company creates to generate any Company Content or the pages making up any Platform. Nothing in these Terms shall be construed as conferring any license to the Company’s intellectual property rights, whether by estoppel, implication or otherwise;

f) Your access and use of the Platform or the Company Content does not grant You a right to assign or transfer Your obligations under the Terms to any third-party;

You may not advertise the use of the Platform or Company Content without obtaining the prior written consent of the Company.

8. Account and password

a) In signing up for an account on our Platform, You must provide truthful, accurate and up-to-date information about Yourself. You should choose a secure password should such a functionality apply to Your use of the Platform or ensure that Your access and use of the Platform through the use of any QR code, scans or other technology, as applicable either now or in the future, must be done in a safe and secure manner. You must keep Your password secure and confidential at all times. You certify, warrant and represent that the information that You have provided to us or Your Administrator is Your own and not someone else’s and are true, accurate, current and complete. You represent that You have permitted to receive calls at each of the telephone numbers and at each of the email addresses You have provided on the Platform. You must further ensure that the Device(s) You use, is kept safely and securely by You. Any unauthorized access to Your Device and subsequently to any of Your information, data or User Content due to Your failure to keep the Device safe and secure will not make Deskfactors liable, whether partially or wholly, in any way.

b) You agree to not share Your account credentials or give others access to Your account. If and when we or the Administrator detects that an account is shared by multiple users, it may be treated as a security breach and Your account can be suspended or terminated;

c) Deskfactors as well as Your Administrator has the right to disable any password, QR code or any other manner used in which You try to access the Platform, whether chosen by You or allocated by us, at any time; if in reasonable opinion, You are in breach of these Terms and/or Your account/Platform or any applications and or systems have been under malicious third-party intervention;

d) You are responsible for all actions or activities that happen by, through or under Your account, unless You report misuse. These Terms prohibit sharing of login/password information or the Device used with other entities/individuals to access and/or use the Platform. In the event of any breach of security or unauthorized use or access of Your login ID/User account, You must notify the Administrator immediately. The Company will not be liable for any loss caused by any unauthorized use of Your login ID/User account;

e) You will be liable for any and all losses arising due to breach of these Terms.

9. Access and Interference

You agree that You will not, directly or indirectly:

a) Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Platform or Services or any portion of the Platform or Services;

b) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Platform or Services, other than the search engines and search agents, if any, available through the Services and other than generally available third-party web browsers;

c) Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that which otherwise interferes with the proper working of the Platform and/or Services and or use of the Platform/Services by other Subscribers/Users;

d) Attempt to decipher, decompile, disassemble, or misuse the Platform and/or Services;

e) Gain or attempt to gain unauthorized access to our Platform, servers or systems;

f) Gather information on other Subscribers or Users and attempt to use such information in any manner whatsoever.

10. Information Processed by the Company or Third-Party Merchants

Deskfactors aids in processing of information including Your personal information, financial information, business information, activities, income, reputation, assets, resume, images, media, messages etc.

Deskfactors may engage independent third-parties to provide certain services and/or products on the Platform. Access to any of Your personal information by these third-parties is limited to the information reasonably necessary in order for them to perform/provide their services on the Platform. We will not sell or distribute Your personal information to such third-parties, (subject to Deskfactors’s Privacy Policy, as amended from time to time) unless:

a) It is required by applicable law. To the extent we are legally permitted to do so, we will take commercially reasonable steps to notify You in the event that we are required to provide Your personal information to third-parties as part of the legal process;

b) We believe in good faith that disclosure is necessary to protect our rights, protect Your safety or the safety of others, investigate fraud or respond to a written government request;

c) If we become involved in a merger, acquisition, or any form of sale of some or all of its assets, we will provide notice to the Subscriber before personally identifying information becomes subject to a different privacy statement;

d) It is to any other third-parties with Your prior consent, as evidenced by the Subscriber, to do so.

11. Platform Restrictions

a) Users shall not use the Platform in order to host, display, upload, modify, publish, transmit, update, distribute, share, store or destroy material, including without limitation to Company Content or User Content, in any of the following ways:

b) Users are also prohibited from violating or attempting to violate the security of the Platform, including, without limitation the following activities:

● accessing data not intended for such User or logging into a server or account which the User is not authorized to access;

● attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

● attempting to interfere with the Service to any User, host or network, including via means of submitting a virus to the Platform, overloading, flooding, spamming, time bombs or crashing; or forging any TCP/IP packet header or any part of the header information in any newsgroup posting.

Violations of system or network security may result in civil and/or criminal liability. The Company will investigate occurrences which may involve such violations and cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.

12. Your rights

a) Your Administrator shall retain rights to any information which may inter alia include any media, files, images, documents, reports, statement, or content You or the Administrator submits, posts, uploads or displays on or through the Platform (“User Content”). The Website/Platform may have a common/public forum with comments, discussion or other such interactive sections. Submitting, posting or displaying any content in any of these common/public forums, grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to applicable provisions in our Privacy Policy;

b) You are responsible for use of the User Content and any consequences thereof, including any consequences of the use of the User Content by other Users or third parties. We are not responsible or liable for any use of Your User Content, nor the use of any content or information submitted or posted by other Users, accessors or visitors;

c) You represent and warrant that the User Content is not and will not infringe rights of any third parties and that You have all the necessary rights, power and authority to satisfy Your obligations with regard to such User Content under these Terms.

If You believe Your intellectual property rights have been infringed, please contact Your Administrator.

13. Limitation of Liability

a) To the fullest extent permitted by applicable law, the Company (including our holding company(s), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”) expressly limit our liabilities in connection with or arising out of the provision, access or use of the Platform and/or Services as follows:

b) To the fullest extent permitted by applicable law, the Company and Our Entities are not liable to You or others for:

c) In case of any liabilities that may fall upon us as per applicable law and other than the types of liabilities that cannot be limited by applicable law, our liability and the liabilities of Our Entities (on aggregate) including under these Terms and the Privacy Policy are limited to the total amount of USD 135 (one hundred and thirty five U.S. dollars) in case of a single User being affected or USD 1358 (one thousand three hundred and fifty eight U.S. dollars) in case all Users are affected, the amount of which shall equally be divided among all impacted Users, provided that the impacted User(s) has continuously used the Services for at least one whole calendar year prior to such obligation of payment arising.

14. Indemnity

In case of breach or any claims, actions, demands, suits or proceedings (“Actions”) alleging or arising from (i) the use of Your User Content or other material You provide to the Platform; (ii) Your misuse of any Company Content; or (iii) Your breach of these Terms; or (iv) any loss or deletion of User Content that may occur through the use or misuse of the Platform by You or the Administrator, You or the Administrator, depending on any understanding or agreement You may have with Your Administrator, agree to defend, indemnify, and hold harmless the Company, Our Entities, and their respective officers, directors, employees, affiliates and agents, from and against any such Actions including without limitation reasonable legal and accounting fees. The Company shall provide notice to Your Administrator promptly of any such Actions.

15. Term and Termination

These Terms will continue to apply until terminated, which may be by way of actual termination, deactivation or unsubscribing, by either You or Your Administrator or us as follows:

a) You may stop using the Platform when the Administrator unsubscribes You or You or the Administrator deactivates Your account;

b) We reserve the right to suspend or terminate Your access as a consequence of suspending or terminating Your Administrator’s access to our Platform without notice and at our sole discretion if we reasonably believe:

In any of the above cases, we will make best efforts to notify Your Administrator, by the email address associated with the account under which Your profile is added or via a chat notification or Short Message Service (“SMS”) text, the next time Your Administrator attempts to access their account unless we are prohibited from notifying the Administrator by applicable law.

c) Upon termination of Your access and Your Administrator’s access or use of the Platform, these Terms will also terminate except for those clauses which are intended to survive;

d) Upon termination, the User Content will be available to the Administrator for a period of 30 daysfrom the date of termination in order to allow for downloading of any User Content, that has been uploaded onto the Platform, by the Subscriber. After such period the User Content will be automatically deleted by us unless we are required to retain the same in accordance with applicable laws.Failure to download any or all of the User Content within this time frame shall not give You the right to hold the Company liable for such deletion or data loss. Termination or suspension of Your account and Your Administrator’s account due to failure to make payment by the Administrator shall result in complete restriction of access to the Platform. Administrator shall not have the option to download any of the User Content until payment is fully cleared;

e) If we consider necessary or appropriate at our sole discretion, we will report any breach of these Terms to law enforcement authorities and we will cooperate with such authorities by disclosing Your or Your Administrator’s identity, and providing any information about You and Your Administrator within our systems to them;

f) Upon termination of Your and Your Administrator’s access or use of the Platform, the User Content shall be deleted by the Company subject to the terms of the Privacy Policy unless the Company is required to retain the same in accordance with applicable laws.

16. Disclaimers

a) Use of the Platform and/or Services may be available through a Device, internet, and/or telecommunications network access and may require certain software. You agree that You or Your Administrator are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of all agreements applicable to Your Device, and/or internet and telecommunications use. You or Your Administrator are responsible for obtaining any equipment and internet and telecommunications service necessary to access the Platform and Services and for paying any fees for such equipment and the internet and telecommunications services used by You.

b) THIS PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND ANY WARRANTIES OR CONDITIONS ARISING FROM ANY ACTUAL OR ALLEGED COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE PLATFORM AND/OR SERVICE AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE PLATFORM, OR THE QUALITY OR CONSISTENCY OF THE SERVICE OR RESULTS OBTAINED OR DATA DERIVED THROUGH ITS USE.

17. Governing law

a) These terms are governed by and shall be construed in accordance with the laws and decisions of the State of Delaware, without reference to conflict of laws principles.

a) Any disputes under these Terms shall be resolved in a court of general jurisdiction in Delaware. Both Parties hereby expressly agree to submit to the exclusive jurisdiction of Delaware for the purpose of resolving any dispute relating to these Terms or access to or use of the Platform by the User.

18. Contact us

a) As part of providing the Platform, we may provide You with certain communications through our agents, affiliates or any individual/third party contacting You on our behalf by sending You either notifications through the Platform or through SMS text messages which may relate to, including but not limited to, service announcements or administrative messages (“Communications”). These Communications may be subject to seeking Your approval in accordance with the laws applicable, however, opting out from receiving such Communications, may affect Your use of our Platform and/or Services.

b) When we use the words “writing” or “written” in these terms, this may include emails, notifications through the Platform or SMS text messages.

c) For any questions or problems relating to our Platform, our Services, or these Terms, You may contact the Administrator. For any general queries or to provide references, please connect with us via the ‘Contact Us’ tab given on our Website.

d) Any Notice to us may be given by You only by sending it to our registered office and/or local office by registered post and/or a first-class courier. The Notice shall be deemed to have been served on us when physically received and accessed by us.

XIV. WhatsApp - Third Party integration

General

WhatsApp is owned by a third-party unaffiliated with BlueSecures. You shall independently be guided by their privacy policies and BlueSecures has no control over them. BlueSecures is not responsible for the privacy or security policies at these sites or other third-party sites that may be linked to from within our social media channels. You should always review the privacy and security practices and policies of each third-party site you visit. BlueSecures does not endorse and is not responsible for any ads, content, products, advice, opinions, recommendations or other material of third-party sites that may be promoted via advertising within any social media properties. The Customer further understands and agrees that WhatsApp or any other service provider through which we are providing the Services on WhatsApp may review and monitor, store the contents shared/communicated through the WhatsApp or other service provider(s) and may share the same with third parties.

Sharing of Information

Fraud or Unauthorized Use

BlueSecures shall not be responsible for and user shall solely be responsible for any unauthorized access or use of their personal information through WhatsApp platform.

Responsibilities and obligations of the user

Termination

BlueSecures may, at its discretion, withdraw temporarily or terminate all or any of the Services on WhatsApp, either wholly or in part, at any time without giving prior notice to the user. BlueSecures may, without prior notice, suspend or all or any of the Services on WhatsApp at any time during in case of any emergency or for security reasons, which require the suspension of the Services on WhatsApp

Governing Law

Accuracy of Information

Eligibility

The User hereby agrees and undertakes that he shall use the Services only if he fulfills the eligibility criteria as given below and shall otherwise not use the Services:

1. The User is an individual or an entity

2. The User is a major and if an entity is registered as per the laws of the country

3. The User or the entity is of sound mind, and competent to contract as per laws of the country in which the user and or the entity is resides / registered and or contracts from.

Indemnity

The User undertakes to indemnify the subscriber of BlueSecures and also keep BlueSecures and its officers/employees, agents and directors fully indemnified and harmless from and against all the consequences of breach of any of these terms, conditions, including undertakings, representations and warranties mentioned herein, or in the event of any of its representations or warranties found to be false at any point of time, including any actions, notices, suits, claims, proceedings, damages, liabilities, losses, expenses, costs or penalties, suffered or incurred by BlueSecures including from any third parties.

Modification/Alterations to the Facility

BlueSecures reserves the absolute discretionary right to make any amendments in the given terms and condition at any time as it may deem fit without any prior notice to the User. Any such amendment shall be communicated by displaying on the website https://bluesecures.com/ and the User, Subscriber or the entity shall be bound by such amended terms and conditions.

Acceptance of WhatsApp Commerce Policy

Use of Commerce Catalogs on the WhatsApp SMB App or provide any other commerce experiences to sell goods or services -BlueSecures app complies with the policies and prohibitions listed below, as well as all applicable terms, laws and regulations.

BlueSecures (Deskfactors) is solely responsible for the transactions and providing any sales terms, privacy terms processing, paying for, or fulfilling any sales relating to your transactions determining, collecting, withholding, reporting, and remitting all applicable taxes, duties, fees and additional charges for sales relating to the transactions or other terms applicable to the interactions with its subscribers and users.

As a business or a company, BlueSecures (Deskfactors) will not …

1. Transact in the operations or exchange of illegal products or services.

2. Transact in the sale of illegal, prescription, or recreational drugs including marijuana and marijuana products, pipes and bongs, prescription drugs. Manufacturers and healthcare services who do not engage in direct sale are allowed.

3. Transact in the sale of tobacco products such as cigarettes, cigars, and chewing tobacco, tobacco pipes and paraphernalia, tobacco rolling machines, hookahs, Bongs, rolling papers, electronic cigarettes (E-cigarettes) or tobacco devices.

4. Transact in the sale of alcohols such as alcoholic beverages and kits for producing alcohol.

5. Transact in the sale of unsafe ingestible supplements such as Anabolic steroids, chitosan, comfrey, dehydroepiandrosterone, ephedra, human growth hormones as determined by WhatsApp in its sole discretion.

6. Transact in the sale or use of weapons, ammunition, or explosives such as firearms and firearm parts, Paintball guns, BB Guns, fireworks, pepper spray, tasers, gun ranges, gun shows.

7. Transact in the sale of live animals, livestock, prohibited animal parts, any product or part, including but not limited to leather, skin, hide, fur, wool, or hair from any dogs, cats, and endangered or threatened animals

8. Transact in the sale or use of adult products or services such as sex toys, videos or live shows for adult entertainment, sexual enhancement products, and sexually suggestive services.

9. Transact in the sale of human body parts or fluids such as blood, hair extensions and wigs, urine, body parts, organs, human tissue, teeth.

10. Transact in certain healthcare products, including medical devices such as contact lenses, bandages and braces for physical injuries, thermometers, testing kits for medical conditions or diseases, breast pumps, first-aid kitsand smoking cessation products containing nicotine such as nicotine patches, nicotine gum.

11. Not position implied nudity, implied sexual acts, zoomed-in sexual imagesor products or services in a sexually suggestive manner.

12. Transact in or facilitate gambling, games of skill, or lotteries, including online casinos, sports books, bingo, or poker if it costs money.

13. Transact in or facilitate online dating services.

14. Transact in the sale of devices that facilitate or encourage streaming digital content in an unauthorized manner or interfering with the functionality of electronic devices such as sale of streaming devices loaded with software that facilitates unauthorized access to content, jailbroken or loaded devices, jamming or descrambling devices, wiretapping devices.

15. Transact in the sale, including renewals and upgrades, etc., of digital content, digital subscriptions, or digital accounts such as downloadable content, including PDFs, music, games, movies, etc, digital accounts, including games accounts, digital subscriptions and internet streaming services, including TV, mobile, etc, digital coupons.

16. Transact in deceptive, false, misleading, or offensive offers or products such as multilevel marketing, penny auctions, ICOs and binary options, payday loans, paycheck advances, P2P lending, debt collection, and bail bonds, diet, weight loss, or other health related products that imply or attempt to generate negative self-perception.

17. Transact in the sale of real, virtual, or fake currency such as real money (cash or cash equivalent instruments and coins), replica or prop money, digital or crypto currency, active bank credit or debit cards, store credit cards or coupons, pre-paid credit or debit cards, checks or checkbooks, equipment to create counterfeit currency or financial instruments.

18. BlueSecures will not deal with content that infringes upon or violates the intellectual property rights of any third party, including copyright or trademark such as counterfeits, knockoffs, or replicas of branded goods, or posts offering goods that are likely to confuse consumers about the source, sponsorship or affiliation of those goods, unauthorized or pirated copies of copyrighted works, such as videos, movies, TV shows and broadcasts, video games, CDs or other musical works, books, etc.

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Subscription Agreement for using Software as a Service (SaaS)

This Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your" or "Client or “Customer” or “Business Entity”), and Deskfactors Inc., Towerview Offices LLC., 4804 Page Creek Lane, Durham, NC 27703 ("Deskfactors", “Licensor”, "we, "us", or "our"). It consists of the terms and conditions below for your Subscription or renewal (together, the "agreement""). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable. Key terms are defined in Section 8.

1. Use of Online Services.

a. Right to use.

We grant you the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.

b. Acceptable use.

You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms. Neither you, nor those that access an online service through you, may use an online service in a way prohibited by law, regulation, governmental order or decree, to violate the rights of others; to try to gain unauthorized access to or disrupt any service, device, data, account or network; to spam or distribute malware; in a way that could harm the Online Service or impair anyone else’s use of it; in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; or to assist or encourage anyone to do any of the above. Violation of this section may result in suspension of the Online Service. If Deskfactors suspends the Online Service, Deskfactors will suspend only to the extent reasonably necessary. Unless Deskfactors believes an immediate suspension is required, Deskfactors will provide reasonable notice before suspending an Online Service for the reasons stated above.

c. End Users.

You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement.

d. Customer Data.

You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Deskfactors to you or to any third party. Deskfactors does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law. You are also responsible to notify End Users of your policies with respect to Customer Data and ensuring that processing of the Customer Data is conducted as required by applicable law. e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.

f. Managed Services.

You are responsible for the third party’s use of the Software and the Services in accordance with the terms of this agreement. Your provision of the Services remains subject to the following limitations: (i) you may not resell or redistribute the Services, and (ii) you may not allow multiple users to directly or indirectly access any Services feature that is made available on a per-user basis.

g. Admin.

If you’re representing an organization (as Admin), representing a group of co-workers or business partners, you are the Customer entering into this agreement, and you represent you have the authority to do so. When you invite an individual to use BlueSecures (free), or when users you have invited invite a new individual, you are taking additional responsibilities with respect to the use of BlueSecures (free) by that individual. As such, your provision of BlueSecures (free) remains subject to the Online Services Terms, including the ownership and management of Customer Data by you. For example, you control the processing of Customer Data, and Deskfactors does not have the authorization or access to process Customer Data. Your instructions to the software provided by Deskfactors may include access, control, use, and deletion of Customer Data, and you remain responsible to all obligations under the Online Services Terms. Further, you (i) control and administer your account and that of End Users, including modifying and terminating access, and (ii) you may access and process your data, and that of End Users, included contents of communications and files. End Users may also submit requests to the Admin regarding administrative operations of their account, such as deletion, access, and control of Customer Data, provision and deprovisioning access to the product, management of teams and channels, access permissions and such others. Please review the Online Services Terms (subscription terms and end-user terms) for additional information. Any administrative and representative function exercised by you may be transferred and re-assigned to another individual based on authorization from the rightful authority from the business entity. You, if assigned by the client or the business entity agree to take any actions reasonably requested of the authority of the business entity to facilitate the transfer of administrative function or representation to another individual within the entity. If you identify a data breach or a security threat or any issues pertaining to your business operations, as the authorized representative you may notify Deskfactors to shut down access to the workspace or the business account which is being used on Deskfactors online service platform. You also agree to ensure that all End Users are over the age of 18 years old as BlueSecures is intended for users over the age of 18. If you chose to upgrade to a paid Subscription, all payment terms in this Agreement will then apply. Furthermore, at the time of upgrade, you shall select a single domain associated with the organization to be used for all End User accounts. BlueSecures is a limited offering and is provided to you subject to change, deprecation, or termination at any time by Deskfactors for any reason, as described in Section 3 of this agreement. For instance, if you exceed such usage limits of as notified on the website or feature list on the apps, from time to time, your use of BlueSecures may be restricted to the services that you have subscribed for and you may add additional features and services based on additional subscription payments as appropriate.

h. Administrator Assumption of Control.

If you use an email address or a mobile device provided by an organization (client) or not, that you are affiliated with (e.g. an employer or school) to order an Online Service individually, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services. In such a case, your organization’s designatedadministrator (your “admin”) may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. Deskfactors may inform you that your organization has assumed control of the Online Services covered by your Subscription, but Deskfactors is under no obligation to provide such notice. If your organization is administering your use of the Online Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Online Service or managing such tenant, direct your data subject requests and privacy inquiries to Deskfactors.

i. Shared Directory Data.

When you order an Online Service using an email address with a domain provided by an organization you are affiliated with (e.g. an employer or school), the Online Service adds you to a directory of users that share the same email domain. Your directory data (name, date of signup, and email address) may be visible to other users of Online Services within your organization’s email domain.

j. Additional Software for use with the Online Services.

To enable optimal access to and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service as described in the Online Services Terms. We license Software to you; we do not sell it. Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment. Your rights to access Software on any device do not give you any right to implement Deskfactors’ patents or other Deskfactors’ intellectual property in software or devices that access that device.

2. Purchasing services

a. Available Subscription offers.

The Portal provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following:

(i) You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use. With respect to the Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as a consumption offering. Committed quantities not used during the Term will expire at the end of the Term.

(ii) You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis in arrears.

b. Ordering.

(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an “as available” basis. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.

(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end
of
that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in Section 3.b..

c. Pricing and payment.

Payments are due and must be made according to the Offer Details for your Subscription.

(i)For Commitment Offerings, the price level may be based on the quantity of Online Services you ordered. Some offers may permit you to modify the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. All prices are subject to change at the beginning of any Subscription renewal.

(ii) For Consumption Offerings, pricing is subject to change at any time upon notice.

d. Renewal.

(i) Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.

(ii) For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.

(iii) For Consumption Offerings, your Subscription will renew automatically for additional one-month terms until you terminate the Subscription.

e. Taxes

Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable goods and services taxes, fees, charges or surcharges, or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates.

If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

3. Term, termination, and suspension

a. Agreement term and termination.

This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest. During the subscription and after, the Admin, End-users, Customer / Business entity which has subscribed to the online services from Deskfactors shall be bound by the clickwrap Subscription & User agreements that are displayed on the website and or apps which are used by the customer and downloaded from different market places such as Playstore, Appstore etc.

b. Subscription termination.

You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.

c. Suspension.

We may, upon request from client or independently suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; or (3) you do not pay amounts due under this agreement. If one or more of these conditions occurs, a suspension will apply to the necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. After which, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.

4. Warranties.

a. Limited warranty.

(i) Online Services.

The Online Services will meet the terms mentioned in the clip-wrap subscriber & end user agreements published on the applications downloaded from the marketplace.

(ii) Software.

We warrant that the Software will perform reasonably as described in the applicable user documentation. If Software fails to meet your expectation, we will, at our option and as your exclusive remedy, either (1) return any advance paid for the Software, which is still not recognized as revenues (2) repair the Software to the best of our abilities.

b. Limited warranty exclusions.

This limited warranty is subject to the following limitations:

(i)any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last 6 months from the start of the limited warranty;

(ii)this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;

(iii)this limited warranty does not apply to problems caused by a fai(ii) You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-Deskfactors Products, or services you provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from breach of your obligations.lure to meet minimum system requirements; and

(iv)this limited warranty does not apply to Previews or free usage.

c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.

5. Defense of claims.

a. Defense.

(i) We will defend you against any claims made by an unaffiliated third party that a Product infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret.

(ii) You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-Deskfactors Products, or services you provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from breach of your obligations.

b. Limitations.

Our obligations in Section 5.a. will not apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-Deskfactors Products, modifications & customizations that you make to the Product with or without Deskfactors authorization, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data or a Non-Deskfactors Product, data, or business process; (iii) your use of a Deskfactors’ trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or (v) Products provided free of charge.

c. Remedies.

If we reasonably believe that a claim under Section 5.a.(i). may bar your use of the Product, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.

d. Obligations.

Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.

6. Limitation of liability.

a. Limitation.

The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 1 (one) month before the cause of action arose. For Products provided free of charge, Deskfactors’ liability is limited to direct damages up to $1000.

b. Exclusion.

Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

c. Exceptions to limitations.

The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 5; or (2) violation of the other's intellectual property rights.

7. Miscellaneous.

a. Notices.

Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Deskfactors must be sent to the following address:

Deskfactors Inc
Towerview Offices LLC
4804 Page Creek Lane
Durham,NC 27703
info@deskfactors.com

Notices to you will be sent to the address that you identify on your account as your contact for notices. Deskfactors may send notices and other information to you by email or other electronic form.

b. License Transfers and Assignment.

You may not assign this agreement either in whole or in part or transfer licenses without Deskfactors’ prior written consent.

c. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

d. Waiver.

Failure to enforce any provision of this agreement will not constitute a

e. No agency.

This agreement does not create an agency, partnership, or joint venture.

f. No third-party beneficiaries.

There are no third-party beneficiaries to this agreement.

g. Applicable law and venue.

This Agreement shall be governed and construed in accordance with the laws of Delaware (US) Incorporated entity. Any differences, claim or controversy arising between the Parties as to this Agreement or any breach thereof, which cannot be settled by good faith negotiations between the Parties within ninety (90) days after one Party gives the other Party a notice requesting discussions to resolve such dispute, including any question regarding its existence, validity, interpretation or termination, shall be finally settled by a sole arbitrator appointed on mutual consent of the Parties. The place of arbitration shall be Durham, North Carolina. The arbitration shall be conducted in the English language. The arbitration award shall be final and binding.

h. Entire agreement.

This agreement read with the master services agreement, privacy policy, terms and conditions and the purchase order form constitute the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.

i. Survival.

The terms in Sections 1, 2.c., 2.e., 4, 5, 6, 7, and 8 will survive termination or expiration of this agreement.

j. Force majeure.

Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, pandemics, epidemics, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.

k. Contracting authority.

If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

8. Definitions.

Any reference in this agreement to “day” will be a calendar day.

“Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party.

“Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.

“Customer Data” means all data, including all text, sound, video, or image files, and software, that is generated and used by the client / customers / users through use of the Online Service provided by Deskfactors.

“Customer Solution” means an application or any set of applications that adds primary and significant functionality to the Deskfactors’ services.

“End User” means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.

“Non-Deskfactors Product” means any third-party-branded software, data, service, website or product, unless incorporated by Deskfactors in an Online Service.

“Offer Details” means the pricing and related terms applicable to a Subscription offer, as published in the Portal.
“Online Services” means any of the Deskfactors-hosted services to which you subscribe under this agreement.

“Online Services Terms” means the terms that apply to your use of the Products available at Deskfactors website or as an application Appstore or Playstore or such marketplaces. The Online Services Terms include terms governing your use of Products that are in addition to the terms in this agreement.

“Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software offered by Deskfactors to obtain customer feedback.

“Portal” means the Online Services’ respective web sites or at an alternate website we identify. “Product” means any Online Service (including any Software).

“SLA” means the commitments we make regarding delivery and/or performance of an Online Service.

“Software” means Deskfactors’ software we provide for installation on your device as part of your Subscription or to use with the Online Service to enable certain functionality.

“Subscription” means an enrolment for Online Services for a defined Term as specified on the Portal. You may purchase multiple Subscriptions, which may be administered separately, and which will be governed by the terms of a subscription agreement.

“Term” means the duration of a Subscription.

LAST UPDATED: [Dec 14, 2023]