Terms of Service

Last updated: December 23, 2025

Welcome to xDeskPro! These Terms and Conditions and the Privacy Policy (collectively referred to as the “Agreement”) govern your access and use of the web application available through www.xDeskPro.com (hereinafter “WebApp”) and the website located at www.xinnovationsusa.com (hereinafter the “Website”). The WebApp and the Website are hereinafter collectively referred to as the “Service.”

The Service is owned and operated by X Innovations LLC DBA xDeskPro, a limited liability company duly organized and existing under the laws of the State of Florida and in compliance with the applicable federal laws of the United States of America. Any reference in this Agreement to “the Company,” “xDeskPro,” “we,” “us,” or “our” refers to X Innovations LLC. Any reference to the “Customer,” “you,” “your,” or “user” refers to the individual or legal entity who purchases a WebApp subscription, such as Customer’s Authorized Users and any other person who accesses the Website.

This Agreement is a legally binding agreement between you and the Company. Your access/use of the Service is expressly conditioned on your acceptance of this Agreement. If you do not agree with any provisions of this Agreement, you are prohibited from using the Service. Your continued use of the Service indicates your acceptance and agreement to abide by these terms and conditions.

Table of Contents

  1. Supplementary Terms
  2. Eligibility
  3. Definitions and Interpretation
  4. WebApp Subscriptions
  5. WebApp Service
  6. Availability and Support
  7. Compliance with Laws
  8. Your Data
  9. License
  10. User Content
  11. Prohibited Activities
  12. Disclaimer of Warranties
  13. Limitation of Liabilities
  14. Indemnification
  15. Governing Law and Jurisdiction
  16. No Relationship
  17. Severability
  18. Assignment
  19. Notice
  20. Amendments
  21. Entire Agreement
  22. No Waiver
  23. Miscellaneous
  24. Third Party Links
  25. Force Majeure

1. Supplementary Terms

You understand and agree that any additional services the Company provides may have additional terms and conditions, license agreements, rules, policies, and guidelines that will govern your use of those additional services (“Additional Terms”). All such Additional Terms are included in the Agreement by reference. In the event of any conflict between these Terms and Conditions and any Additional Terms, the Additional Terms shall prevail with respect to the use of the additional services or materials governed specifically by such Additional Terms.

2. Eligibility

To be eligible to access/use the Service, you must meet the following eligibility criteria:

2.1. You must be at least eighteen (18) years of age or the minimum age of majority in the jurisdiction where you reside, and you must have the capacity to enter into a binding legal agreement.

2.2. If you enter into this Agreement on behalf of a legal entity, you represent and warrant that you meet the criteria in Section 2.1 above, and you have the authority to act on behalf of the legal entity, including the authority to bind the former to this Agreement and all obligations arising from the use of the Service;

2.3. You represent and warrant your use of the Service is in compliance with all applicable laws and regulations.

3. Definitions and Interpretation

3.1. The following words, wherever used in the Agreement, shall have the meaning as defined hereunder:

Term Definition
Authorized Users refers to individuals the Customer has authorized to access and use the Customer’s WebApp Account Access Credentials and who hereby acknowledge that as a result are bounded by the terms and conditions of this Agreement
Documentation refers to all technical specifications and usage instructions provided by the Company for the WebApp. It explicitly excludes any User Content or third-party materials.
Input Data means any and all data that you enter while using your WebApp account.
Account Access Credentials means the login username and password provided by the Company that enable you to sign in and access your WebApp account.
Party or Parties means the Company and the Customer individually and collectively, as applicable.
Subscription Fee refers to the monthly fee payable by a Customer during the Subscription Term, which shall be subject to modification from time to time.
Subscription Term refers to the fixed one-year period of the subscription (‘initial term’), and it includes each subsequent renewal term, with each renewal term being the same length as the initial term.
Early Cancellation refers to the cancellation of the subscription by the Customer before the end of the Subscription Term, excluding cancellations made within the applicable Cancellation Notice Period (defined in Section 4) to prevent automatic renewal.
Trial User refers to a user who prior to accepting the Subscription signs up for a trial account and as a result becomes bound by the terms and conditions of this Agreement.

3.2. The use of any masculine, feminine, or neuter gender and the singular or plural numbers in this Agreement shall refer to the gender and number as the context requires.

3.3. Any words or expressions used in this Agreement that are not defined above shall have the respective meanings given to them in other parts of the Agreement.

3.4. If this Agreement has been translated into other languages, the English version shall prevail.

4. WebApp Subscriptions

4.1. Subscription Quotations and Acceptance

4.1.1. WebApp subscriptions cannot be purchased online. To discuss subscription options, pricing, and any specific business requirements, please contact our sales team via the web form, email, or phone.

4.1.2. To facilitate the generation of a quotation, you will need to furnish us with certain personal and business details, including but not limited to, your full name, telephone number, email address, and your organization’s name and address. All information provided must be accurate and complete. Any inaccuracies, omissions, or falsifications may result in the invalidation of the quotation. We process all your personal information in accordance with our Privacy Policy. We advise you to carefully review our Privacy Policy before providing your personal information to us. If you do not agree with any provision of our Privacy Policy, please do not use our Service. By entering into this Agreement, you represent and warrant that all your personal and business information, provided to the Company is accurate, complete, and current and you hereby agree to the terms under our Privacy Policy.

4.1.3. Our sales team will provide you with a quotation tailored to your business needs. Please note that our quotations are valid for seven days from the date of issuance (“Validity Period”) unless otherwise specified in writing.

4.1.4. If you wish to accept our quotation, please contact us within the Validity Period confirming acceptance thereof. You understand and accept that your subscription will only commence after you sign the quotation acceptance agreement and pay our initial invoice in full.

4.2. Subscription Activation

4.2.1. We will activate your WebApp account upon payment of your initial invoice. By default, you will receive Account Access Credentials for each of your Authorized Users in your WebApp subscription. You can request additional Account Access Credentials by contacting our sales team and paying the additional fee. It is solely your responsibility to notify us of any change in your personal and business information during your Subscription Term.

4.2.2. Account Security

4.2.2.1. You and your Authorized Users are responsible for maintaining the confidentiality of your Account Access Credentials to prevent unauthorized access to your account.

4.2.2.2. You and your Authorized Users are strictly prohibited from sharing the WebApp Account Access Credentials with unauthorized user and you shall be held responsible for and liable for breach of such prohibition.

4.2.2.3. In the event of any security breach or suspicious activity, you must immediately notify us of such security breach. You hereby release, hold harmless, and indemnify, the Company, its founders, employees, contractors, and affiliates from any liability, claim, or action arising from or associated with any unauthorized access/use of your WebApp account. You acknowledge and agree that your decision to use the WebApp is entirely at your own risk.

4.2.2.4. We reserve the right to immediately suspend or terminate any user account in accordance with the provisions of this Agreement.

4.3. Subscription Fee Changes

We reserve the right to change our Subscription Fee at our sole discretion. If any changes to our Subscription Fee affect the amount you are required to pay, we will notify you of the new pricing via email. Any changes in the Subscription Fees will not impact your current subscription term, and the new Subscription Fees will only become effective from your subscription renewal date. If you do not agree with any changes to the Subscription Fees, your sole remedy is to cancel your subscription in accordance with the provisions of this Agreement.

4.4. Invoicing, Subscription Payments, Auto-renewals, and Cancellations

4.4.1. Invoicing

All invoices will be sent to you electronically via email throughout your Subscription Term. Invoices will be sent five calendar days before the payment due date. The due date for payment will occur every thirty (30) calendar days, starting from the date of your subscription activation. Notwithstanding the foregoing, if your subscription activation occurs mid-month, the initial payment due date will be adjusted to the first day of the following month, with the initial payment amount prorated accordingly. It is your responsibility to provide and keep an accurate email address for receiving your invoices. If an invoice is not received by you as a result of your failure to provide and keep an accurate email address, then you shall still be held responsible for payments on the due date.

4.4.2. Payments and Auto-renewals

4.4.2.1. You will be billed on a monthly basis for the entire duration of your Subscription Term. Your monthly Subscription Fee, including applicable taxes, will be specified on your invoice. All invoices must be paid by the specified due date to avoid suspension or termination of your WebApp account.

4.4.2.2. You understand and agree that your subscription will automatically renew for an additional one-year term (“Renewal Term”) unless you cancel it at least ninety days before the end of the current Subscription Term (“Cancellation Notice Period”).

4.4.2.3. You may settle your invoice using any major credit/debit card or check, or you can establish a direct debit mandate in Favor of the Company to make recurring monthly payments of the Subscription Fee. By using your chosen payment method, you confirm that the provided payment information is accurate, current, and complete and that you have the right to use it.

4.4.2.4. Payment through unlawful means is expressly prohibited.

4.4.2.5. The Company shall be relieved of its obligations under this Agreement in the event of any non-payment of invoices.

4.4.2.6. In the event of any default or failure to fulfil your payment obligations under this Agreement, you shall be solely responsible for all legal fees, court costs, and other expenses incurred by the Company in connection with the enforcement of payment obligations. Additionally, you shall be liable for interest on any unpaid amounts, computed from the due date until the date of actual payment, at a rate equal to the highest legal interest rate permissible under applicable law.

4.4.2.7. The payments made hereunder are not subject to refund or adjustment for any reason unless (a) expressly set forth in this Agreement or (b) required by applicable law.

4.4.2.8. WE MAY AT ANY TIME ASSIGN UNSETTLED OR OUTSTANDING PAYMENTS OWED TO THE COMPANY TO ANY CREDIT MANAGEMENT ORGANIZATION OR COLLECTION AGENCY ENGAGED BY US FOR DEBT RECOVERY.

4.4.3. Subscription Cancellation

4.4.3.1. Cancellation by Customer

a) Early Cancellation
If you request Early Cancellation of your subscription, you will be liable to pay a cancellation fee as specified in the subscription agreement. You agree to pay such cancellation fee within seven days of the effective date of termination. Failure to pay the cancellation fee within the specified time frame may result in additional charges, legal action, or other remedies available to the Company under this Agreement or applicable law.

b) Cancellation to Prevent Automatic Renewal
To cancel the automatic renewal of your subscription, please send your cancellation request to support@xdeskpro.com with the words “subscription cancellation” in the subject line at least ninety calendar days before the end of your current Subscription Term.
If you do not send your cancellation request to the Company at least ninety days before the end of your current Subscription Term, your subscription will renew for a new Subscription Term, and such new Subscription Term will be governed by all applicable provisions of this Agreement, including any request for Early Cancellation of such renewed Subscription Term.

4.4.3.2. Cancellations by the Company

The Company reserves the right to cancel or suspend your subscription by giving you a written notice, for any or no reason, including if you or Authorized Users acted inconsistently with this Agreement. Such notice shall be effective from the end of your current Subscription Term. Notwithstanding any provision to the contrary herein, the Company reserves the right to terminate this Agreement and/or suspend your access to the Service in the event of any non-payment of invoice(s) that are due and payable. Such termination or suspension shall remain in effect until the Company has received payment in full for all outstanding amounts you owe.

4.4.4. Consequences of Cancellation

The cancellation of your subscription will not discharge or relieve you from any obligation that accrued prior to the effective date of such cancellation, including your obligation to pay all invoices issued by the Company and payments due to the Company. The Company will not be liable for any damages you incur due to the cancellation of your subscription. You hereby indemnify the Company from any claims and liabilities arising from or associated with the termination of your subscription by the Company.

4.5. Non-Transferability

Your WebApp subscription is non-transferable. You agree not to share your account or access to the Service with any third party outside your organization.

5. WebApp Service

5.1. Description

The WebApp offers comprehensive tools tailored to the needs of auto dealers and brokers, facilitating the calculation and management of rates, residuals, rebates, taxes, and fees associated with auto leases and finances. These calculations can be broken down by term, specified in months. In addition to the calculation features, the WebApp provides a quote management functionality that allows users to save quotes and assign them to their respective customers by inputting their customer information.

5.2. Customer Responsibility

5.2.1. You acknowledge and agree that you shall be solely responsible for the use of the WebApp by your Authorized Users and any third parties to whom you intentionally or unintentionally provide direct or indirect access to your WebApp account. You shall ensure that all your Authorized Users comply with this Agreement and any applicable laws and regulations. You shall be liable for any breach of this Agreement or any other wrongful act or omission in connection with the use of the WebApp by your Authorized Users.

5.2.2. While the WebApp aims to provide accurate calculations, it is important to acknowledge that rates and residuals received through your WebApp account may be delayed or inaccurate due to various factors beyond our control. We do not guarantee the accuracy or timeliness of such calculations and shall not be liable for any errors or omissions therein.

5.2.3. It is solely your responsibility to independently verify the accuracy of any calculations you receive from the WebApp before relying on such calculations for any business decisions or transactions.

5.3. No Liability for Calculation Errors

We offer no warranties, express or implied, as to the accuracy or reliability of the calculations provided by the WebApp. You assume full responsibility for any decisions or actions you take based upon the information you receive through your WebApp account and agree to hold us harmless from any claims arising from calculation errors.

5.4. Modifications

We reserve the right to modify, add, or remove WebApp features and functionalities at our sole discretion. You will be promptly notified of any modifications or updates.

5.5. Scope of our Terms

We control and operate the Services from the United States, and all information is processed within the United States. We do not represent that the content on this site Website or WebApp is appropriate or available for use in other locations. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Website and/or the WebApp.

6. Availability and Support

6.1. Availability

6.1.1. Your access and use of the WebApp may be interrupted with or without prior notice for system maintenance, upgrades, testing, repairs, or other related work.

6.1.2. We do not offer any warranties or assurances regarding the minimum uptime of the WebApp. In the event of any issues pertaining to the availability of the WebApp, we will exercise our best efforts to rectify such issues in a timely and reasonable manner. However, we do not provide any guarantee in this regard.

6.1.3. We shall not be liable to indemnify you for any loss, damage, costs, or expense that you may suffer or incur due to such unavailability of the WebApp during your Subscription Term. We are not obliged to offer any full or partial refunds.

6.2. Technical Support

6.2.1. We provide unlimited free technical support to our customers. Our Support Services are limited to addressing issues and inquiries directly related to the functionality and use of the WebApp.

6.2.2. We explicitly disclaim any obligation to provide Support Services for technologies, software, or systems unrelated to the WebApp.

7. Compliance with Laws

7.1. You acknowledge and agree that it is solely your responsibility to ensure that your use of the WebApp is in compliance with all applicable local, state, and federal laws.

7.2. You further acknowledge that you are responsible for obtaining and maintaining all necessary licenses, permits, registrations, or certifications required by law for your business operations.

7.3. You agree to conduct your business practices ethically and in compliance with all applicable laws and regulations. This includes refraining from engaging in any illegal activities or practices that could harm the reputation or integrity of the Company.

7.4. You agree to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses, including attorney’s fees, arising from your failure to comply with any applicable laws or regulations.

7.5. By subscribing to a WebApp account, you confirm that you are fully compliant with all laws and regulations applicable to your business in the jurisdiction where it operates. This includes but is not limited to, holding all necessary licenses, bonds, and registrations with relevant governing bodies.

8. Your Data

8.1. You shall retain absolute ownership and control over all data, information, or content that is entered, uploaded, or generated by you or your Authorized Users through your WebApp account (“Customer Data”). The Company expressly disclaims any ownership rights over such Customer Data.

8.2. You acknowledge and agree that you are solely responsible for the accuracy, completeness, and legality of all your Input Data. We shall not be held responsible for any errors, omissions, or inaccuracies in your Input Data and any consequences arising therefrom.

8.3. We are committed to using our best commercially reasonable efforts for maintaining the security and confidentiality of Customer Data. However, you acknowledge that the security of data during transmission or storage cannot be guaranteed, and we shall not be liable for any unauthorized access, loss, or disclosure of Customer Data.

8.4. You and your Authorized Users agree to use the WebApp in compliance with all applicable laws and regulations. The Company shall not be responsible for any legal consequences arising from your or your Authorized Users’ non-compliance with such laws.

9. License

9.1. We retain all intellectual property rights in the Service, including but not limited to any text, graphics, artwork, images, photographs, music, sound, audio-visual content, algorithms, processes, tools, documentation, software, and any HTML used to generate the pages, and the like as updated from time to time (“Company Content”).

9.2. All Company Content is subject to trademark, copyright, and other applicable intellectual property laws of the United States and international conventions.

9.3. Subject to your ongoing compliance with this Agreement, the Company grants you a non-exclusive, non-transferable, limited, and revocable license to use the Company Content for your internal business purposes only and in connection with this Agreement. Nothing in this Agreement shall be construed as a sale of any Company Content to you. You will not acquire any right, title, or interest in or to the Company Content, and we reserve all rights that are not expressly granted herein.

9.4. You shall not copy, modify, reverse engineer, create derivative work of, disassemble, or decompile any Company Content. You agree that you will not remove or otherwise tamper with any proprietary rights notices affixed on any WebApp Content, and you will not rent, lease, lend, sell, sublicense, distribute, or otherwise transfer your license to any third party. You may not use the Service for any illegal or unauthorized purpose.

9.5. You acknowledge and agree that any use or exploitation of Company Content in violation of this provision may cause us or our licensors irreparable injury and may seek remedy for breach of this provision either in equity or through injunctive or other equitable relief.

9.6. This license shall terminate automatically upon the termination of your subscription.

10. User Content

10.1. The Website or WebApp may contain reviews, testimonials, discussion forums, and other types of user generated content that you or other users may create, post, or store on the Website or WebApp (collectively, “User Content”). The company does not guarantee the truthfulness, accuracy or reliability of any User Content or endorse any opinions expressed by you or anyone else. You understand and acknowledge that you are responsible for and assume all risk for any User Content, including the legality, reliability, accuracy, and appropriateness of such content. The Company neither endorses nor is responsible for any User Content and will not be liable for any loss or damage caused by your reliance on such User Content.

10.2. By contributing User Content on the Website, you grant Company, its service providers, licensees, successors and assigns, a non-exclusive, sub-licensable, fully paid, royalty free, perpetual, irrevocable, transferable right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties your User Content for any purpose. We reserve the right (but have no obligation), in our sole discretion, to: (i) monitor User Content; (ii) alter, remove, or refuse to post or allow to be posted any User Content; (iii) disclose any User Content, and the circumstances surrounding its transmission; and (iv) take appropriate legal action against any illegal or unauthorized User Content.

10.3. You agree that any User Content by you will not contain material that: (a) is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, discriminatory or otherwise objectionable; (b) is false, misleading or inaccurate; (c) promotes sexually explicit content; (d) violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy; (e) poses a reasonable threat to personal or public safety; (f) infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (g) contains any unsolicited or unauthorized advertising or promotional materials (e.g. spam, junk mail, or any other form of solicitation that is in violation of the CAN-SPAM Act, GDPR, or any other law; or (f) contains any virus or other harmful component.

10.4. YOU SHALL BE SOLELY LIABLE FOR ANY HARM RESULTING FROM ANY OF THE ABOVE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY FROM ANY CLAIMS, ACTIONS, LOSSES, HARM, DAMAGE, INJURY, COST, OR EXPENSE ARISING OUT OF OR RESULTING FROM YOUR USER CONTENT.

11. Prohibited Activities

You and your Authorized Users agree not to engage in any of the following prohibited activities in connection with your use of the WebApp:

11.1. Use your WebApp account for any unlawful purposes.

11.2. Use your WebApp account in a manner that violates any provision of this Agreement.

11.3. Share your WebApp Account Access Credentials with any third parties who are not Authorized Users.

11.4. Acquire or use your WebApp subscription for the purposes of creating competitive service.

11.5. Offer to provide support services to other Customers.

11.6. Modify, copy, sell, rent, license, transfer or distribute any Company Content.

11.7. Attempt to access the Service through means other than the interface provided by the Company.

11.8. Breach, circumvent, or interfere with any security measures used by the Company to protect the Service and any unauthorized access/use of the WebApp.

11.9. Impose an unreasonable or disproportionately large load on our IT infrastructure.

11.10. Reverse engineer, decompile, disassemble, decipher, or in any other manner attempt to discover the source code of the WebApp.

11.11. Infringe the copyright, trademark, trade secret, or other intellectual property rights of the Company or any third party or violate the privacy, publicity, or other personal rights of others.

11.12. Use the Service in any manner that may disable, overburden, or impair the WebApp or interfere with other users’ use of the WebApp.

11.13. In any way interfere with the proper working of the WebApp.

11.14. Falsely state or misrepresent your affiliation with any person or entity, including the origin of any information you provide.

11.15. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

The Company reserves the right to suspend or terminate the Customer’s access to the Service if it reasonably believes that the Customer or its Authorized User has breached any of the provisions under this clause.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES.

THE COMPANY DOES NOT OFFER ANY WARRANTIES THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, ERROR-FREE, AND SECURE; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (D) WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (E) ANY DEFECTS OR ERRORS WILL BE CORRECTED.

THE COMPANY’S FOUNDERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND AGENTS (“THE COMPANY AND/OR ITS OFFICERS”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY. IN NO EVENT SHALL THE COMPANY AND/OR ITS OFFICERS BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE USE OF THE SERVICE.

13. Limitation of Liabilities

IN NO EVENT SHALL THE COMPANY AND/OR ITS OFFICERS BE HELD LIABLE TO THE CUSTOMER OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY LOSS OF BUSINESS REVENUE OR PROFITS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, DOWNTIME COSTS, LOSS OR DAMAGE TO DATA OR FOR ANY OTHER DAMAGES, COSTS, OR LIABILITIES EXCEEDING THE AMOUNTS PAID BY THE CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE INCIDENT OR CLAIM.

THE COMPANY’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE GOVERNED AND LIMITED BY THIS PROVISION. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTIVE OF THE FEES CHARGED UNDER THIS AGREEMENT.

14. Indemnification

You hereby agree to indemnify, defend, and hold harmless the Company and its officers against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with your breach of this Agreement, your negligence or wilful misconduct, or your violation of applicable law including any data protection laws.

The Company may, at its sole discretion, assume the exclusive defense of any matter otherwise subject to indemnification. You agree that you will not settle any claim without the express written consent of the Company.

15. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts in Orlando, Florida, for any matter arising under or relating to this Agreement. Each Party waives any objection to the venue and any claim of inconvenient forum.

16. No Relationship

16.1. You agree that no joint venture, partnership, employment or agency relationship exists between you and the Company as a result of this Agreement or your use of the Website, WebApp or services.

17. Severability

If any provisions in this Agreement or part of a provision is found to be unlawful, void, or for any reason deemed to be unenforceable, then that provision or part of the provision will be deemed not to be part of this Agreement to the minimum extent necessary and such severance shall not affect the validity and enforceability of the remaining Agreement.

18. Assignment

You may not assign any rights and obligations under this Agreement, in whole or in part, without an authorized Company representative’s written consent. Any attempt to assign any rights and obligations without our consent shall be void. The Company reserves the right to assign any of its rights and obligations under this Agreement to a third party without requiring your consent. Please note that such a third party will be bound by the same rights and obligations as outlined in this Agreement (as amended from time to time).

19. Notice

19.1. Notice to the Company

All notices to be given to the Company shall be sent to the following email address: support@xdeskpro.com

19.2. Notice to the Customer

We may send notices to you via email using the email address provided by you during contact with us or linked to your WebApp account at the time of the notice. It is solely your responsibility to keep your contact information up to date to ensure you receive all notices.

20. Amendments

We reserve the right to update this Agreement at any time. When we make any changes to this Agreement, we will update the last modified date on the top of the page where this Agreement appears. Please note that if we make any amendments that materially impact your rights or obligations under this Agreement, we will notify you of such changes by email prior to the effective date of such amendments. Unless expressly specified otherwise, all amendments shall be effective from the date we publish the updated version on our Website. You are advised to periodically review this Agreement to familiarize yourself with any material changes. Your continued use of the Service after the effective date of any amendments shall constitute your acceptance of such amendments. If you do not agree with any amendments to this Agreement, your sole remedy is to cease using the Service.

21. Entire Agreement

This Agreement and any other documents referenced herein represent the complete understanding and agreement between the Parties regarding its subject matter.

22. No Waiver

The (repeated) non-enforcement of any right by the Company can only be regarded as tolerance with regard to a specific condition and shall not waive the right of the Company to invoke this at a later time.

23. Miscellaneous

23.1. Trial Account

If you have not formally accepted the Subscription pursuant to this Agreement, but you are reading this Agreement and have signed up for a trial account (the “Trial User”), you hereby agree and acknowledge to be bound by the terms and conditions of this Agreement. Furthermore, you hereby agree that so long as you are considered a “Trial User” under this Agreement, you shall not breach any terms or conditions herein.

DSL does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Website or WebApp.

25. Force Majeure

The Company shall not be liable for the failure to perform any of its obligations in this Agreement if such failure is caused by any force majeure event such as war, epidemic, insurrection, terrorist activities, government sanction, embargo, labor dispute, strike, or any interruption or any failure of electricity or server, system, computer, internet or telephone service.

Contact us

If you have any questions, comments, or inquiries regarding this Terms of Service, please contact us at:

7450 Dr Phillips
Blvd, Ste 317
Orlando, FL 32819,
USA
Email: sales@xdeskpro.com
Phone: (407) 487-4448