Terms & Conditions

Last Updated: January, 2025

These Desktop Communications, LLC Terms & Conditions (the “Terms”) govern your (“Customer” or “you”)  use of  Voice over IP services, equipment, and related mobile and desktop applications (together, the “Services”) provided by Desktop Communications, LLC and its affiliates (“Desktop”) or its authorized partner or reseller.

These Terms, the Sales Quote, any exhibits hereto, any applicable terms, rates, agreements, or policies referenced herein, and any commitment that you entered into in connection with obtaining the Services or the Desktop Equipment together form a binding and executed written agreement (the “Agreement”) between you and Desktop.

Below are the product-specific terms and conditions of the Services provided by Desktop:

• Desktop Voice and Messaging Services, as set forth in Exhibit A
• Desktop Meeting, as set forth in Exhibit B

THIS AGREEMENT:

• DESCRIBES LIMITATIONS THAT E911 SERVICE MAY HAVE IN COMPARISON TO TRADITIONAL 911 SERVICE. IF YOU ARE UNCOMFORTABLE WITH THESE LIMITATIONS, CONSIDER USING AN ALTERNATIVE MEANS OF ACCESS TO TRADITIONAL 911 OR E911. WE STRONGLY RECOMMEND THAT YOU HAVE AN ALTERNATIVE MEANS FOR PLACING EMERGENCY CALLS AVAILABLE AT ALL TIMES. SEE SECTION 8 FOR MORE INFORMATION.
• CONTAINS YOUR CONSENT FOR US AND OUR THIRD-PARTY PROVIDERS TO CONTACT YOU, INCLUDING AUTOMATICALLY, VIA EMAIL, TELEPHONE, TEXT, OR SMS MESSAGE. SEE SECTION 15 FOR MORE INFORMATION.
• CONTAINS YOUR CONSENT TO DESKTOP’S COLLECTION, USE AND DISCLOSURE OF CUSTOMER AND END USER PERSONAL INFORMATION IN ACCORDANCE WITH DESKTOP’S PRIVACY POLICY at https://www.desktopcommunications.net/desktop-communications-privacy-policy/

• Definitions
  • “Content” includes e-mail, text, photos, videos, games, music, graphics, sound, applications and other materials that may be accessed or sent by using certain Customer Equipment or Services.
  • “Customer Equipment” means all equipment and facilities necessary for the installation of the Equipment and Services, excluding any Desktop Equipment or Third-Party Equipment.
  • “End User” means the final user of the Services for its own internal purposes, including Customer’s employees, invitees, contractors, agents and third parties, whether or not authorized by Customer.
  • “Equipment” means all physical equipment in the Sales Quote, including Desktop Equipment, Customer Equipment, Third-Party Provider Equipment, and Third-Party Equipment.
  • “IP Rights” means any and all intellectual property rights arising in the U.S. or any other jurisdiction throughout the world, in each case whether registered or unregistered, and including all applications for such rights and renewals or extensions thereof.
  • “Law” means any applicable statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
  • “Desktop Equipment” means equipment purchased or rented by Customer from Desktop.
  • “Sales Quote” means the document executed by Customer and accepted by Desktop or a third-party partner or reseller of Desktop, for the purchase or lease of Desktop Equipment and Services.
  • “Services” means the services provided to Customer by Desktop in accordance with the terms of this Agreement.
  • “Service Locations” means the Customer locations at which the Equipment and Services are to be used.
  • “Third-Party Equipment” means the equipment purchased or leased by Customer from a third-party other than Desktop.
  • “Third-Party Provider Equipment” means the equipment provided to Desktop by a third-party provider for inclusion in products provided by Desktop to End User Customers.
• Licenses
  • Equipment License. Desktop grants Customer a limited, revocable, non-transferrable, sublicensable only to its End Users, non-resellable license and right to use firmware or software embedded in any Desktop Equipment in object code form strictly in accordance with this Agreement. Desktop does not grant any license to use the firmware in any other manner, and you expressly agree that the equipment is exclusively for use in connection with the Services described in this Agreement.
  • Software License. Upon activation of the Service, Desktop grants Customer a limited, revocable, non-transferrable, sublicensable only to its End Users, non-resellable license and right to use Desktop’s software and applications strictly in accordance with this Agreement. Desktop does not grant any license to use its software, applications or firmware in any other manner.
• Term and Termination
  • Term of the Services. The Services are offered for the term specified in the Sales Quote. If Customer adds any additional services or locations, the term for the additional Services shall be coterminous with the Term then in effect. For the avoidance of doubt, new Service Locations require a new Sales Quote and new Service Term.
  • Termination of the Agreement. Without limiting anything contained herein, this Agreement and any Services may be terminated:
    • by Desktop, (A) upon thirty (30) days’ notice prior to the expiration of the Term in effect; or (B) without any liability to Desktop, including the termination of any Services supporting 911 calling, at any time and without notice if Customer (i) materially breaches the terms of this Agreement and such breach cannot be cured; (ii) violates the User Guidelines; or (iii) violates any applicable Law.
    • by Desktop, if any arrangement between Desktop and a third party provider used by Desktop terminates, expires, or is not renewed for any reason.
    • by either Party, if the other party (the “Defaulting Party”) materially breaches this Agreement and such breach is not cured within thirty (30) days of receiving written notice of such breach.
    • by either Party if the Defaulting Party (A) becomes insolvent or admits its inability to pay its debts generally as they become due; (B) becomes subject to any proceeding under any bankruptcy Law; (C) is dissolved or liquidated; (D) makes a general assignment for the benefit of creditors; or (E) has a receiver or similar agent appointed to take charge of or sell any material portion of its property or business.
  • Early Termination. Pricing is based on fulfillment of the entire Term. If Customer wishes to terminate the Services before expiration of the then-current Term, all charges and fees due through the end of the current Term, including all taxes and Equipment charges, shall be due and payable within thirty (30) days of the effective date of termination. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.
• User Guidelines and Policies
  • User Guidelines. Customer must, at all times, comply with the guidelines set forth in this Section and in the applicable product-specific terms and conditions (the “User Guidelines”). If Desktop has reason to believe Customer is violating the User Guidelines or making improper use of the Services, Customer will cooperate in any resulting investigation by Desktop, third parties, or government authorities and any government determinations will be binding on Customer. If Customer fails to cooperate in any investigation, Desktop may suspend the Service without further liability to Desktop. Further, Desktop may modify or suspend the Service as necessary to protect its networks or customers, or to comply with any Law. Customer may be subject to fines and other penalties passed through Desktop by governmental authorities, carriers or other third parties. It is Customer’s sole responsibility to ensure its End Users agree to these Terms and User Guidelines. Customer authorizes Desktop or a third party working on Desktop’s behalf to monitor any Content of Customer and its End Users to ensure compliance with Law and these Terms.
    • Prohibited Uses. Customer shall not resell, transfer, or make a change to the Services or Desktop Equipment without the advance written permission of Desktop. Customer shall not interfere with other users, the Services, or equipment of the network, or use the Services in any way for (or as part of) any commercial service or application distributed or sold by Customer. Customer may not attempt to, in conjunction with any device, software program, or service, circumvent technological measures employed to control access to the Services. Neither Customer nor any End User of the Services may use the Services in any of the following ways:
      • in any fraudulent, malicious, deceptive, dishonest, abusive, obscene, threatening, harassing, tortious, improper, defamatory, libelous, slanderous, or indecent manner that may result in civil or criminal liability or otherwise violate any Law;
      • to harvest or otherwise collect information about others, including without limitation email addresses or personally-identifiable information, without their consent;
      • to intentionally transmit or store any material that contains viruses, malware, or any other programs or materials that may be harmful or dangerous;
      • to violate the foreign or domestic IP Rights or proprietary rights of any party;
      • to violate the right of privacy, personality, or publicity of any party;
      • to violate any Law regarding the transmission of technical data or information or software through the Services; or
      • in any manner that interferes with Desktop’s ability to provide products or services to other customers;
    • Prohibited Acts. You represent, warrant, covenant, and agree that neither you nor any End User shall do any of the following:
      • transmit, upload, distribute, or store any programs or materials that may be harmful to the operation of the Services or another party’s computers, devices, equipment, systems, or networks;
      • interfere with or disrupt networks or systems connected to the Services;
      • sell, resell, distribute, lease, export, import or otherwise grant or purport to grant rights to third parties with respect to the Services, and any related software or hardware without Desktop’s prior written consent;
      • use any Desktop mark without Desktop’s express, prior written permission;
      • display or use of any third-party mark without the prior, written consent of the third party;
      • undertake, direct, attempt, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any associated software and hardware;
      • defeat, disable, or circumvent any firewall or similar protection mechanism related to the Services;
      • intercept, monitor, modify, or redirect any communication or data used by Desktop, or causing any product to connect to any computer server or other device not authorized by Desktop;
      • allow any third party to use any software commands for maintenance or repair of any software or hardware used with the Services; or
      • violate or interfere with Desktop’s IP Rights.
• Marketing and Publicity
  • Usage Analysis. Desktop may store, analyze and use, on an aggregate basis, to the extent applicable, its customers’ calling destinations and patterns, product and feature usage, online activity, and other information (i) to customize products or services that Desktop may market to Customer and others; and (ii) to comply with Laws. Customer also agrees that Desktop may publicly disclose such aggregate information about its customers, including Customer.
  • E-mail and Postal Marketing. Desktop may send Customer new product and feature announcements, marketing materials and promotional offers via e-mail, SMS, text, or by post. Customer may opt-out of such communication by contacting customer service or as set forth in our Privacy Policy.
  • Information Accuracy. Desktop attempts to describe its products, services, pricing and availability accurately but does not warrant that information on its website, packaging, brochures, flyers, advertising, email communications and other marketing materials is correct, up-to-date, and error-free.
  • Publicity.  Customer consents to Desktop using its name and logo to identify it as a customer of Desktop, including on Desktop’s website and in marketing materials.
• Additional Terms of Equipment and Service
• Service Distinction. Desktop’s Equipment and Services are subject to different regulatory treatment than a telecommunications service. This treatment may limit or otherwise affect Customer’s rights of redress before regulatory agencies.
• Life Safety or Critical Uses of the Voice and Messaging Products and Services. The Desktop Equipment and Services, whether standing alone or when interfaced with third-party products or services, are not certified for emergency response and are not a third-party monitored emergency notification system. Desktop makes no warranty or representation regarding use of the Desktop Equipment or Services with any third-party product or service. UNDER NO CIRCUMSTANCES WILL DESKTOP DISPATCH EMERGENCY SERVICES. CUSTOMER AGREES NOT TO RELY ON THE VOICE AND MESSAGING SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSE.
• HIPAA. The Services are not designed, intended, or recommended for use for “protected health information,” as defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and similar regulations (such laws and regulations, “HIPAA”; such information, “PHI”). Customer represents and warrants that neither the Services nor any ancillary product or service that is a part thereof will be used for such purpose, unless and only to the extent specifically set forth in a separate written agreement signed by Customer and Desktop. DESKTOP SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES OR THE DESKTOP EQUIPMENT COMPLY WITH HIPAA OR ANY OTHER SIMILAR LAW OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA OR ANY OTHER LAW.
• Third Party Service Providers. Subject to the terms of this Agreement, the Desktop Equipment may be used with services and products from third party providers pursuant to any terms that such providers may require. Desktop has no obligation to support such services or for problems they cause. Customer has no contractual relationship with any third party provider to Desktop and is not a third party beneficiary of any such agreement. Such third party providers make no representations or warranties regarding their services or products, and shall have no legal, equitable, or other liability of any kind to you. Such third party providers cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Services. You must comply with any terms and conditions of any third party provider.
• Reliability of Services. The Services are not error-free or 100% reliable and/or available. Proper functioning relies and is dependent on, among other things, the transmission of data through Customer’s Wi-Fi® network, enabled wireless device (such as a phone or tablet) and broadband internet access, or optional cellular backup service, for which neither Desktop nor any wireless or data carrier is responsible. That access may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). Service Interruptions may result in the Services being unreliable or unavailable. Desktop cannot and does not guarantee that Customer will receive notifications within any given time, or at all. Desktop will use commercially reasonable efforts to minimize service disruptions and outages.
• Privacy & Security. Desktop has used commercially reasonable efforts to minimize the risk of any loss in privacy when using the Services. However, that Desktop cannot guarantee that Customer’s communications are completely secure, including those using the public internet or Third-Party Networks. It is your responsibility to protect the security of your personal information, login information, Content and unique identifiers (including associated passwords).
• International Usage. The Desktop Equipment and Services have been designed for use in the U.S. Desktop cannot guarantee installation, performance, or use of Desktop Equipment and Service outside the U.S. If Customer installs or uses Desktop Equipment or Services outside of the U.S., Customer is solely responsible for any violation of any Laws, export laws, tax laws, tariff agreements, U.S. or foreign regulatory rules, U.S. or local laws, or violation of your internet provider’s terms of service. Customer is solely responsible for any taxes, fees, penalties, or surcharges associated with use of the Desktop Equipment and Services outside of the U.S. Desktop reserves the right to suspend Service to any non-U.S. based system at any time.
• New Versions of Software. Desktop has no obligation to, but may at its sole discretion, provide updates or upgrades to its firmware, software or applications. Desktop may change the software, applications or programming of your Desktop Equipment remotely, without notice.
• Right to Change. Unless otherwise prohibited by applicable Law or as otherwise expressly modified in a Sales Quote, we can change this Agreement or any other terms and conditions of your Services at any time, with or without notice. Changes may include features, prices, fees, rates, new or modified policies, and usage limits. Desktop may, without prior notice, discontinue features of the Service to you or to users generally or the Services themselves. To the extent notice is provided, it may appear on the Desktop website, on your account web page, or other form of communication. The changes will become effective and will be deemed accepted by Customer immediately upon Customer’s continued use of the Service.
• EMERGENCY 911 SERVICES
  • Description of Emergency Dialing Capabilities. Desktop E911 Service (the “E911 Service”) is a mandatory component of the Services and is only available in certain areas. Most Customers have access to either Basic 911 Service or Enhanced 911 Service, as defined below. E911 Service is different in important ways from traditional landline 911 and cellular/wireless 911, depending upon where Customer is located, and the device used.
  • How it Works. When a Customer dials 911 from a device connected to or used with the Services (a “Desktop device”), the Desktop phone number and the registered address Customer has provided to Desktop is sent to the local emergency center serving the location of your registered address to enable emergency operators to send help and to call the Customer back, if necessary (“Enhanced 911 Service”). In some areas, emergency operators have access to this information; however, in areas where only Basic 911 Service is available, the emergency operator answering the call may not be able to see your Desktop telephone number or your registered address. Customers in locations in which the emergency center is not equipped to receive the Customer’s telephone number and/or address have what is called “Basic 911 Service.” Customer should always be prepared to provide the emergency operator with Customer’s telephone number and location including with E911 Service. Until the Customer provides that information to the emergency operator, the emergency operator may not be able to dispatch help or return the Customer’s call if the call is dropped or disconnected, or if the Customer is unable to speak. As local emergency centers become capable of receiving Customer’s address and call back information, Desktop will automatically upgrade customers with Basic 911 service to Enhanced 911 Service. Desktop will not provide notice of the upgrade. Desktop does not control whether the emergency operator receives Customer’s telephone number and address.
    • No Access to Enhanced or Basic 911 Service. Certain Customers do not have access to either Enhanced 911 Service or Basic 911 Service. In such situations, the Customer’s emergency call is sent to a national emergency call center. The emergency call center will ask the Customer for his/her name, telephone number and location and will then contact the local emergency center to send help. Examples of situations where 911 calls will be sent to the national emergency call center include when there is a problem validating a Customer’s address, the Customer is identified with an international location, or the Customer is located in an area that is not covered by the 911 network. Until Customer provides its number and location, the emergency call center may not be able to call back or dispatch help if the call is disconnected.
    • Desktop or Softphone App 911 Calls. EMERGENCY CALLS CANNOT BE PLACED THROUGH SOFTPHONES THAT ARE NOT 911-ENABLED. If Customer uses a Desktop or Softphone app, 911 calls will be routed to the local emergency center serving the location associated with the Desktop or Softphone app. If Customer is using the Desktop or Softphone app in a nomadic manner (e.g., from a hotel, from a home office, etc.), the Customer must update the 911 location on an ongoing basis to ensure that 911 calls are sent to the appropriate local emergency center for the Customer’s current location.
    • E911 Service Fees. Customers are required to subscribe to the E911 Service and will be subject to monthly fees (the “E911 Service Fees”), which are in addition to any applicable state 911 tax based on Customer’s service address and in addition to the applicable Service Fees for the associated line(s). If the E911 Service Fees are not paid, the emergency communications district in Customer’s jurisdiction may seek to collect such amounts from Customer directly. Desktop reserves the right to adjust the E911 Service Fees.
  • Registered Location.
    • Registered Location Required. Desktop initially assigns all extensions and Desktop devices to the physical street address on file for the Customer. Prior to activation of the Services, Customer shall: (i) register with Desktop all additional 911 locations where the Services are to be used; and (ii) assign each Desktop device to one of the registered 911 locations. In some cases, one extension may have multiple Desktop devices, and each such Desktop device needs to be assigned a 911 location. Failure to register a 911 location may result in the suspension or termination of Services. Customer may register multiple 911 locations per account and assign all active extensions and Desktop devices to such 911 locations. Individual End Users may assign and re-assign their current location(s) on an as-needed basis. Customer must ensure that the physical location(s) provided to Desktop are correct and immediately update the location(s) when Desktop device locations change. Customer must instruct each End User to notify Customer immediately each time such User changes its location. You will be liable for any charges incurred by Desktop due to your failure to provide accurate 911 locations. Customer will promptly assist Desktop in validating a 911 location address that has been rejected by the 911 provider. Desktop may terminate the account if Desktop is unable to validate a Customer’s address. Physical location(s) may not be a post office box, mail drop or similar address.
    • Use of Service Outside United States or Canada. 911 service is available only in the 50 United States, the District of Columbia, and Canada, and is not provided in any US territory or in other international locations. Customer shall notify all users (i.e., business colleagues, employees, guests and others present at the physical location) that 911 may not be available outside the United States and Canada.
    • Mobile Applications. 911 emergency calls cannot be made from any Desktop mobile application (each a “Mobile App”). TO ENSURE PROPER CALL ROUTING, WHEN MAKING 911 CALLS WITH YOUR MOBILE DEVICE, YOU SHOULD MAKE SUCH CALLS USING YOUR CELLULAR CONNECTION AND NETWORK THROUGH YOUR CELLULAR PROVIDER.
  • Service Outage
    • Power Failure or Disruption. Emergency dialing will not function in the event of a broadband, power or ISP Service failure or disruption. If there is an interruption in the power supply, a power surge or a power failure, the Services and emergency dialing will not function until power is restored and may require Customer to reset equipment before making 911 calls.
    
    

    YOU ARE RESPONSIBLE FOR PROVIDING UNINTERRUPTED AC POWER AND BACKUP POWER TO THE EQUIPMENT. ANY POWER INTERRUPTION MAY RESULT IN A LOSS OF SERVICE INCLUDING 911 SERVICE.

    • Service Suspension or Termination by Desktop. A Services outage or suspension (including, without limitation, suspension due to billing issues or delinquent or unpaid invoices) or termination of Services by Desktop will prevent ALL calls from being made through the Services, including 911 calls.
  • Backup. It is Customer’s responsibility to determine how to meet Customer’s emergency calling needs and to provide access to emergency calling services (such as maintaining a conventional landline phone or wireless phone as a backup means of completing emergency calls).
  • Automated Number Identification. Due to limitations at public-safety answering points (“PSAP(s)”), it may not be possible for the PSAP and the local emergency personnel to identify Customer’s telephone number (or the number assigned by Desktop) when Customer dials 911 to call Customer back if a call cannot be completed, is dropped or disconnected, or if a caller is unable to speak, and/or if the Services is not operational for any reason.
  • Labels. Customer agrees to notify any user or potential user of the Services of the 911 limitations described herein. Customer agrees to place a label on and/or near each telephone or other Equipment on which the Services may be utilized regarding the limitations or unavailability of 911 emergency dialing.
  • 911 Disclaimers; 911 Limitation of Liability. DESKTOP SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH 911 OR E911, INCLUDING WITHOUT LIMITATION FOR A) ANY LIMITATIONS DESCRIBED IN THIS SECTION; B) ANY SERVICES, POWER, OR NETWORK OUTAGE; C) FAILURES OF ANY THIRD PARTIES, INCLUDING 911 CALL CENTERS AND EMERGENCY RESPONDERS; D) DEFECTIVE OR MISCONFIGURED EQUIPMENT; E) NETWORK CONGESTION; F) THE SIMULTANEOUS USE OF ONE LINE WITH MULTIPLE PIECES OF EQUIPMENT; G) USE OF NONNATIVE PHONE NUMBERS; H) FAILURE OF EQUIPMENT TO RECEIVE CALLBACKS FROM EMERGENCY SERVICE PERSONNEL; OR I) ANY FORCE MAJEURE EVENT. IN NO EVENT SHALL DESKTOP BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR ANY END USERS’S) USE OF OR INABILITY TO USE E911 SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF DESKTOP’S LIABILITY ARE A MATERIAL TERM TO THE AGREEMENT, THAT IT WOULD NOT OTHERWISE ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS, AND THAT THESE LIMITATIONS ARE REASONABLE.
  
  

  BY USING THE SERVICES AND/OR DESKTOP EQUIPMENT, CUSTOMER ACKNOWLEDGES THE LIMITATIONS OF DESKTOP E911 SERVICE AS DESCRIBED IN THIS SECTION. CUSTOMER AGREES AND ACKNOWLEDGES THAT WHILE MOST DESKTOP SERVICES OFFER ACCESS TO E911 SERVICE, OTHERS MAY NOT. CUSTOMER ACKNOWLEDGES THAT IT HAS RECEIVED THIS E911 DISCLOSURE AND HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE E911 DISCLOSURE, AND ASSUMES THE RISKS ASSOCIATED WITH THE DESKTOP E911 SERVICE LIMITATIONS.

  • Emergency Calling Indemnification. Customer shall protect, defend, indemnify, and hold harmless Desktop and its officers, directors, employees, affiliates, contractors and agents and any other service provider that furnishes Services to Customer, from and against any and all claims, lawsuits, losses, damages, liability, fines, penalties, costs and expenses, including, without limitation, attorneys’ fees and costs, arising from or related to any absence, failure or outage of the Services, including, without limitation, emergency 911 calling and/or inability of Customer or any user of the Services, to be able to call 911 or to access emergency service personnel.
• Indemnification
  • Desktop’s Indemnification of Customer. Except as otherwise set forth herein, Desktop agrees to defend, indemnify and hold harmless Customer against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) (“Losses”) arising out of or related to any third-party claim alleging: (i) any harm to any person resulting in the personal injury or death of any person or in damage to or loss of any tangible property located at Customer’s premises that results from any grossly negligent or willful acts or omissions of Desktop; or (ii) material violation of any applicable Law by Desktop.
  • Customer’s Indemnification of Desktop. Customer agrees to defend, indemnify and hold harmless Desktop and its officers, directors, employees, affiliates, agents, assigns and any other service providers who furnish services to Desktop or Customer in connection with the use of the Desktop Equipment and Services against any Losses arising out of or related to any third-party claim alleging: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any of Customer’s End Users; (ii) Customer’s breach of this Agreement; (iii) any claim by any employee or invitee of Customer or Customer’s End Users other than a claim based on the gross negligence or willful misconduct of Desktop; (iv) any damages relating to, or arising from Customer’s or Customer’s End User’s use of the Services or Equipment, including the unauthorized or unintended use of the Services or Equipment and the transmission of any messages, content, images or other information; (v) any claims for infringement of any IP Rights arising from or in connection with the Customer’s or Customer’s End User’s use of the Equipment or Services or (vi) violation of any Law by Customer or Customer’s End Users.
  • Mutual Provisions. Each party’s indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifier may not settle or defend any claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such claim.
• Limitation of Liability; Disclaimers
  • Except as expressly provided in this Agreement, the Services and Desktop Equipment are provided on an “AS IS”, as available basis. Other than as expressly provided herein, DESKTOP DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY IP RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY LAW. Desktop does not warrant that the Services or Desktop Equipment will meet the Customer’s requirements or that the operation of the Services or Desktop Equipment will be secure, uninterrupted or error-free. Further, Desktop does not warrant that all errors in the Services or Desktop Equipment can be corrected.
  • IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS, OR LOST REVENUE. UNDER NO CIRCUMSTANCES WILL DESKTOP BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S OR END USER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN. DESKTOP IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABLITY FOR, RELATED TO, OR ARISING OUT OF, CUSTOMER’S FAILURE TO (A) ENTER THE CORRECT INFORMATION WHILE PROGRAMMING THE EQUIPMENT, (B) TEST THE FUNCTION AND RANGE OF THE EQUIPMENT AND SERVICES, (C) CHARGE THE EQUIPMENT, IF APPLICABLE, (D) FAILURE TO INSTALL, CONFIGURE, MAINTAIN OR OPERATE THE EQUIPMENT IN COMPLIANCE WITH APPLICABLE REGULATORY OR LEGAL REQUIREMENTS, (E) PROVIDE BACKUP POWER, INTERNET OR CELLULAR SERVICE, OR (F) UNINTENDED USE OF THE EQUIPMENT OR SERVICES AS WE DETERMINE IN OUR SOLE DISCRETION. DESKTOP SHALL HAVE NO LIABLITY WHATSOEVER FOR ANY DAMAGES RESULTING FROM FORCE MAJEURE EVENTS; LOSS OF POWER TO CUSTOMER; INSTALLATION WORK PERFORMED BY CUSTOMER OR THIRD PARTIES; OR ANY ACT OR OMISSION BY CUSTOMER OR ANY PERSON USING THE EQUIPMENT OR SERVICES PROVIDED TO CUSTOMER; EQUIPMENT, NETWORK OR FACILITY FAILURE; AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR, OR OTHER THIRD PARTY, INCLUDING BLOCKING OF PORTS BY CUSTOMER’S INTERNET SERVICE PROVIDER OR OTHER IMPEDIMENT TO THE USE OF THE EQUIPMENT OR SERVICES CAUSED BY ANY THIRD PARTY; OR ANY OTHER CAUSE THAT IS BEYOND DESKTOP’S REASONABLE CONTROL. DESKTOP’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER, INCLUDING ACTS OR OMISSIONS RELATED TO THE SERVICES OR 911 DIALING, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO DESKTOP DURING THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY AND SHALL BE FURTHER LIMITED TO RECOVERY OF ACTUAL DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY DESKTOP’S INTENTIONAL MISCONDUCT OR RECKLESSNESS. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation set forth in this Section may not apply to Customer. However, and notwithstanding the provisions of this Section, the parties agree that neither party will be liable for breach of contract damages that the breaching party could not reasonably have foreseen on entry into this Agreement. No action against either party arising out of this Agreement may be brought by the other party more than one year after the cause of action has arisen.
• Governing Law



This Agreement and the relationship between Desktop and Customer are governed by the laws of the state of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 12, such action shall only be brought in Santa Clara County, California. Customer submits to the personal and exclusive jurisdiction of the courts located within the state of California and waives any objection as to venue or inconvenient forum.

• Mandatory Binding Arbitration; Waiver of Jury Trial 

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM DESKTOP. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Customer and Desktop further agree that each may bring suit in court to enjoin a breach of confidentiality or infringement or other misuse of IP Rights. Notwithstanding anything to the contrary in the Agreement, Desktop may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged breach of confidentiality or infringement of Desktop’s or any other person or entity’s IP or proprietary Rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS DESKTOP AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND DESKTOP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

• Export Controls

Customer will comply fully with all relevant import and export Laws, conventions, and regulations, including, but not limited to, the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (the “U.S. Export Controls”). Without limiting the generality of the foregoing, Customer expressly agrees to not export, directly or indirectly, re-export, divert, distribute, transmit, or transfer any portion of the Equipment or Services or any direct product or technical data thereof to any destination, company, or person restricted or prohibited by U.S. Export Controls. Customer further represents and warrants that Customer (or if acting on behalf of a business, the business and its officers, directors and shareholders) are not listed on any Specially Designated Nationals or other denied parties list issued by any agency of the U.S. Government.

• Copyright Infringement; Digital Millennium Copyright Act (DMCA) Notice

Materials may be made available via the use of the Equipment and Services by third parties not within Desktop’s control. Desktop is under no obligation to, and does not, review content posted, published, or broadcast through the Services for illegal or impermissible content. However, Desktop respects the copyright interests of others. Desktop does not permit materials known by it to infringe another party’s copyright to be posted, published, or otherwise broadcast through our Services. If Customer believes any of the materials infringe a copyright, Customer should provide Desktop with written notice with: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed a representative list of such works at that site; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Desktop to locate the material; (d) information reasonably sufficient to permit Desktop to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material is not authorized; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. DMCA notices should be sent to: Desktop Legal Department, 525 Almanor Ave., Suite 200, Sunnyvale, CA 94085.

• TCPA Consent & Privacy

Customer expressly consents to be contacted by Desktop, its agents, representatives, affiliates, third-party providers, or anyone contacting Customer on Desktop’s behalf for any and all purposes arising out of or relating to Customer’s Services or additional Services offered by Desktop, at any telephone number, or physical or electronic address Customer provides. Desktop may contact Customer in any way, including SMS/text messages, calls using prerecorded messages or artificial voice, and emails, calls and messages delivered using an automatic emailing system, automatic telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered. An agent or representative may leave a message in your voice mail, or via text or email. Customer warrants and represents that the telephone numbers and physical and electronic addresses provided to Desktop are correct. Customer represents that it is permitted to receive calls at each of the telephone numbers it has provided. Customer will promptly alert Desktop if it stops using or changes a particular telephone number or physical or electronic address.

Desktop may listen to and/or record phone calls between Customer and Desktop representatives for training, quality monitoring, or other purposes without further notice to you.

Desktop may provide third-party providers with information related to Customer’s account, including without limitation Customer’s name, phone number, physical and electronic address, rate plan information, and other customer proprietary network information (“CPNI”) in order for such third-party providers to (i) provide certain of the Services to you, (ii) contact you with respect to the Services, including customer satisfaction surveys, (iii) investigate abuse, fraud, illegal activity, or program compliance, and (iv) alert you to offers from such third-party providers of additional services, products or offers. CPNI includes information that relates to the quantity, technical configuration, type, destination, location and amount of use of a telecommunications service, you affirmatively consent to and authorize this use of CPNI by Desktop and its third-party providers. You have the right to withhold authorization of this disclosure and use of your CPNI without affecting the provision of any service(s) to which you currently subscribe. Your CPNI authorization is effective until revoked. You may terminate CPNI authorization from Desktop at any time by contacting Desktop customer support.

Notices

Notices to Desktop, or notices to you regarding breach or termination of this Agreement, must be in writing and will be deemed to have been given if delivered personally, by confirmed email or facsimile, or on the third day after mailing by first-class, registered or certified mail, postage prepaid to the other Party at the addresses provided in the Sales Quote or otherwise designated in writing.
• Amendments to the Agreement

Other than as stated in Section 7(j), this Agreement may only be modified in a writing signed by both parties.

• Force Majeure

Neither party will be liable for any failure or delay in its performance under the Agreement (except for any obligations to make payments to the other party hereunder), due to any cause beyond its reasonable control, including (but not limited to), acts of nature, strikes, war, invasion, insurrection, hostilities (whether or not war is declared), riots or other civil unrest, acts or threats of terrorism, cyber-attack (hacking and DDOS), natural disasters, pandemic, epidemic, quarantine restriction or state(s) of emergency, any action(s), order, Law, regulation or restriction of any governmental or regulatory body (including, but not limited to, the denial or cancellation of any necessary license or permit, actions, embargoes or blockades), network or facility failure, shortage, upgrade, relocation or modification; or any act or omission of any underlying carrier, service provider, vendor, or other third party, including blocking of ports by your high-speed internet service provider or other impediment to the usage of the Equipment or Services caused by any third party, provided that the delayed party (a) gives the other party prompt notice of such cause and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.

• Assignment

Customer may not assign its rights or delegate its duties under the Agreement either in whole or in part without the prior written consent of Desktop. If a party acquires all or substantially all of Customer’s assets as part of a corporate merger or acquisition, and provided the assignee agrees to be bound by the terms of this Agreement, Customer can update its account using Desktop’s Service Takeover Authorization Form. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

• No Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted. Any such waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing waiver.

• Entire Agreement

This Agreement, as incorporated into one or more Sales Quotes, and its attachments and/or addendums, any applicable terms, rates, agreements, or policies referenced herein, and the Privacy Policy represent the entire agreement between the parties hereto, and it supersedes all prior written and/or oral communications that are applicable to Desktop’s provision of Desktop Equipment and/or Services. If the terms of this Agreement and the Sales Quote contradict, the Sales Quote shall supersede and control. Customer also acknowledges and agrees that in the case where a hard copy of these Terms (“Static Terms”) are appended to a Sales Quote, such Static Terms shall remain subject to change per Section 7(j) hereof. This Agreement expressly excludes any additional terms that Customer may present to Desktop at any time in any form, including without limitation terms and conditions of purchase or any other document issued by Customer. Without limiting the generality of the foregoing, no additional terms contained on any Customer website, in any “click-to-agree,” “shrink-wrapped” or similar purported agreement, in any boilerplate terms printed on any purchase order or any other correspondence, will be valid. Any such additional, inconsistent and/or conflicting terms presented by Customer (even if signed or otherwise accepted by Desktop) are expressly rejected by the parties, except to the extent such term expressly states that it amends this Agreement and refers to this Section (Entire Agreement).

• Severability & Interpretation

In the event any court of competent jurisdiction determines that any of the terms and conditions of this Agreement are unenforceable or invalid, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and full force and effect shall be given to such remaining provisions. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

These Desktop Terms and Conditions (the “Meeting T&Cs”) govern the use of Desktop Meetings, and are subject to the Terms. Capitalized terms not defined herein will have the same meaning as in the Terms. To the extent there is any conflict between the Terms and the Meeting T&Cs, the applicable terms of the Meeting T&Cs shall govern.

• Defined Terms.
  • “Host” means an individual who is an identified employee, contractor, or agent of a Customer to whom the Customer assigns the right to host meetings via Desktop Meetings.
  • “Desktop Meetings” is a videoconferencing application available to Customers, which enables Hosts to schedule and start meetings via videoconference and to allow Participants to join such meetings. The application also includes (i) chat, (ii) screen sharing, (iii) video recording, and (iv) meeting transcription.
  • “Desktop Meeting ID” means a unique identifier for a particular conference conducted via Desktop Meetings.
  • “Participant” means an individual, other than the Host, who accesses or uses Desktop Meetings, with or without the permission and knowledge of the Host.
• Desktop Meetings.
  • Limits. A Host may hold only one meeting at a time. A Host subscription may not be shared or used by anyone other than the individual assigned to be a Host.
  • Availability; Modification. The availability of Desktop Meetings is subject to the payment of applicable taxes and compliance with the Terms and these Meeting T&Cs. Desktop may, in its sole discretion, at any time, with or without notice and without any obligation or liability to Customer or any other party deactivate, terminate, apply limits, impose restrictions, or modify Desktop Meetings.
• Security; Policies; Violations. You are responsible for the activities of all End Users who access or use Desktop Office, including Hosts and Participants who access or use Desktop Meetings. You must maintain the security of any usernames and passwords, including Desktop Meeting IDs, to prevent unauthorized End Users from using Desktop Services and to prevent unauthorized Participants from joining a conference through your Desktop Meetings account. For Desktop Meetings, you agree to ensure that all Hosts and Participants will comply with the Terms and the Meeting T&Cs and any applicable Desktop policies (including, but not limited to, Desktop’s Privacy Policy). We may (but are not required to) investigate any complaints and alleged violations that come to our attention and may take any (or no) action that we believe is appropriate at our sole discretion, including, but not limited to issuing warnings, removing the Content or Desktop Meetings, or terminating accounts and/or user profiles.
• Content. You are solely responsible for the Content sent, transmitted, displayed or uploaded using Desktop Office or Desktop Meetings. You are solely responsible for compliance with all Laws pertaining to the Content, including Laws requiring consent of a third party to use the Content and providing appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content to Desktop Office and Desktop Meetings and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Desktop be liable in any way for any (a) Content that is transmitted or viewed while using Desktop Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content or any Desktop Service. Although we are not responsible for any Content, we may delete any Content at our sole discretion, at any time without notice. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, Desktop Services, including Desktop Meetings.
• Recordings. Users of Desktop Meetings will receive a notification (visual or otherwise) whenever a Host enables recording. If a Host or a Participant do not consent to being recorded, the only recourse is to leave the meeting.
• Transcriptions. The Host and any Participant can choose to transcribe meetings using a third-party service, which transcription will be made available via a website link available to the Host and the Participants. Meeting audio may not be completely or accurately transcribed. Common limitations include poor quality or unrecognizable audio content, multiple speakers, use of uncommon words, phrases or industry-specific terminology, and speaker accent. Desktop is not responsible for and makes no representation as to the accuracy of any transcription, and expressly disclaims any and all liability with respect to transcriptions.
• Notice and Consent. Notice and consent requirements for recording or transcribing of video, calls, and/or other communications vary by jurisdiction. It is the sole responsibility of Customer and Customer’s End Users to comply (and ensure compliance) with all Laws related to recording or transcription features. Customer represents, covenants, and warrants that it will review all applicable Laws, including those related to notice and consent, before it uses or allows use of the Services to record or transcribe any communications and will at all times comply with all applicable Laws. Customer agrees to inform all its End Users that they are obligated to comply with all Laws relating to their use of any recording or transcription feature. Desktop disclaims all liability arising from any violation of this Section.
• Storage. Desktop does not provide storage for Desktop Meetings. Customers must provide their own storage for recorded or transcribed Content.
• No Warranty; No Support. Desktop Meetings are provided as-is and without support. We make no commitment or guarantee, and shall have no obligation relating to the: (a) availability, uptime, performance, reliability, or functionality of Desktop Meetings, or (b) continued provision or support of any particular feature or function. Customer agrees that its purchase of the Services or products is neither contingent upon the delivery of any future functionality or features nor dependent upon any discussions, oral or written, or any public comments made by Desktop with respect to future Services, products, functionalities or features.

These Desktop Terms and Conditions govern the use of voice, messaging, and other communication Services and Equipment from Desktop (the “Voice T&Cs”) and are subject to the Desktop Terms, which are incorporated herein by reference. Capitalized terms not defined herein will have the same meaning as in the Terms. To the extent there is any conflict between the Terms and the Voice T&Cs, the applicable terms of the Voice T&Cs shall govern.

• Phone Numbers
  • Assignment of Numbers. Customer may have the option to choose or be assigned a phone number. This phone number may or may not be in Customer’s local calling area. If the phone number is not in Customer’s local calling area, others in Customer’s local calling area may incur charges when calling Customer and toll charges may be different than at Customer’s former number.
• User Guidelines
  • Unauthorized Calling and Messaging. Customer is solely responsible for selection, implementation, and maintenance of security features for protection against unauthorized calling and messaging, such as firewalls and passwords. Customer agrees to notify Desktop promptly if it becomes aware of any fraudulent or unauthorized use of its account. Desktop shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s account and the payment of all charges to Customer’s account shall be and remain the sole responsibility of Customer.
  • Reasonable Use Policy. Customer must abide by the Reasonable Use Policy set forth in this Section and not use the Services in a manner constituting abusive or excessive use. Desktop’s Services are for normal, reasonable business use and consistent with the types and levels of usage by typical customers on the same business calling plan. “Normal Use” refers to the calling patterns of at least 95% of Desktop’s customers on the same business calling plan. A Customer’s aggregate usage may be considered outside of Normal Use if it involves:
    • An excessive number of calls terminated and re-initiated consecutively, which, in the aggregate, result in excessive call lengths during a specific time frame;
    • An excessive number of inbound domestic toll-free calling patterns during a month;
    • Other abnormal calling or messaging patterns indicative of an attempt to evade enforcement of this Reasonable Use Policy; or
    • A Prohibited Use, as set forth below.
  • Unique Business Use. Unless otherwise authorized by Desktop, Services and Desktop Equipment are not intended for use by unique organizations such as call centers, resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services.
  • Excessive Use of Unlimited Plans. Unlimited voice plans are to be used for normal voice and/or text message-related communications with aggregate usage that falls within the range of Normal Use. Use of unlimited “paperless facsimile” service must also fall within the normal range of similarly-situated business customers and shall in no event exceed 500 transmitted pages sent or received per month. In addition, Customer agrees that it will not employ methods or use devices to take advantage of unlimited plans by using the Services excessively or for means not intended by Desktop.
  • Additional Prohibited Uses. Neither Customer nor any End User of the Services may use the Services in any of the following ways (a “Prohibited Use”)
    • to intentionally send or transmit unsolicited or “junk” or “spam” advertisements, communications, or messages (commercial or otherwise) without consent, including without limitation through email, voicemail, SMS, text, facsimile, or internet facsimile;
    • to intentionally send SMS / MMS Content, whether sent via a mobile app, desktop app, API, third-party provider, or third-party platform, in a manner not compliant with the CTIA messaging guidelines, the Short Code Monitoring Handbook,  or The Campaign Registryregistration requirements, to the extent applicable;
    • to intentionally engage in blasting or broadcasting bulk communications, advertisements, or messages (e.g., sending hundreds of messages simultaneously), including without limitation through email, voicemail, SMS, text, facsimile, or internet facsimile;
    • to perform auto-dialing, “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls), or sequential number dialing in violation of applicable Law;
    • to transmit any communication that would violate any applicable Law, including but not limited to the Telephone Consumer Protection Act, the Junk Fax Prevention Act of 2005, or the rules governing the DoNotCall Registry Rules;
    • to transmit misleading or inaccurate caller ID information or email/SMS address or header; or
    • engage in or allow trunking or forwarding of your Desktop telephone or facsimile number to (an)other number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
• Blocking Calls. Without limiting Desktop’s right to terminate, Desktop may choose to block toll calls or charge Customer for reimbursement of charges associated with calls if such calls result in atypical termination costs and/or surcharges, including, but not limited to, calls to “free” phone conferencing services, “free” call management services, phone chat services, 900 numbers or the international equivalent of any of the foregoing, or recorded messages (such as those promoted in connection with reality TV shows, radio contests, or celebrity-sponsored recordings).
• Transcripts; Recording Conversations or Calls. Certain features of the Services may allow Customer or End Users to record or transcribe calls or other communications. Notice and consent requirements vary from jurisdiction to jurisdiction. Customer should, and should require all End Users to, consult with an attorney prior to recording or transcribing any communication as some jurisdictions require prior consent of some or all parties. Customer represents, covenants, and warrants that it will review all applicable Laws before it uses or allows use of the Services to record or transcribe any calls or other communications and will at all times comply with all applicable Laws. Customer agrees to inform all its End Users that they are obligated to comply with all Laws relating to their use of any recording or transcription feature. It is the sole responsibility of Customer and Customer’s End Users to comply (and ensure compliance) with all Laws related to recording or transcription features. Desktop disclaims all liability arising from any violation of such Laws.
• Service Distinctions and Limitations
  • Voice-to-Text Limitations. Some Desktop Services provide a function that allows voicemails to be converted to text. This voice-to-text conversion may not be accurate. Customer is responsible for verifying the accuracy of the conversion. Certain Services utilize human-aided conversions and, as a result, the privacy of messages and their content cannot be guaranteed. Customer hereby releases all claims against Desktop and its third-party providers with respect to the voice-to-text service.
  • May Not Support x11 Calling. The Desktop Equipment, if not connected to a landline, may not support 311, 511 and/or other x11 services (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in the Terms, and 711, which is used to access telecommunications relay services).
  • No 0+ or Operator Assisted Calling. If not connected to a landline, the Desktop Equipment does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls).