Terms of Service

These Terms of Service ("Terms") govern your access to and use of RepDesk and all related services (the "Service"). By creating an account, subscribing, or otherwise using the Service, you ("Customer," "you," "your") agree to be bound by these Terms together with our Privacy Policy, Refund Policy, and Cancellation Policy.

RepDesk is the trade name of the sole proprietorship operated by André Deiß in Tuttlingen, Germany. Throughout these Terms, references to "RepDesk," "we," "us," or "our" mean André Deiß doing business as RepDesk.ai. Where consent forms, opt-in widgets, or carrier-required disclosures name "André Deiß" as the sender or contracting party, this refers to the same legal entity that publishes these Terms. Full provider information is published on the Imprint.

If you do not agree to these Terms, do not use the Service.

1. Eligibility and Authority

Individuals must attain a minimum age of eighteen (18) years to access or utilize the Services. If you access or use the Services on behalf of another person or entity, you represent that you possess authorization to accept these Terms on that person or entity's behalf and that such person or entity agrees to be responsible to RepDesk if you or the other person or entity violates these Terms.

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2. Accounts; Account Security; Electronic Communications

Registration is required to access certain or all Services. Upon registration, you must provide accurate account information and promptly update this information should it change. You bear responsibility for maintaining account security, not sharing account credentials, and promptly notifying RepDesk at [email protected] if you discover or suspect unauthorized account access.

By creating an account, you consent to receive electronic communications from RepDesk via email or posted notices on the Services. These communications may include notices about your account such as payment authorizations, password changes and other transactional information, and constitute part of your relationship with RepDesk. You agree that any notices, agreements, disclosures or other communications sent electronically will satisfy any legal communication requirements, including that such communications be in writing.

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3. Privacy

Refer to the Privacy Policy for information about collection, use and disclosure of information about you.

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4. Our Services; License

The Services allow you and other users to create, post, store and share marketing, communications, or other content, including but not limited to email, text or SMS messages, photos, videos, software and other materials, and review or message boards (collectively, "Marketing Content"). Except for the license you grant below, you retain all rights in and to your Marketing Content as between you and RepDesk. You grant RepDesk a non-exclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, adapt, publish, translate, distribute, and display your Marketing Content to recipients or audience designated by you or otherwise in accordance with your specified settings in the Services. As part of the Services, RepDesk may view, copy, and internally use Marketing Content to help train and improve the Services, including their functionality and effectiveness for you and your campaigns, as well as to assist in detecting issues. You may not create, post, store or share any Marketing Content that violates these Terms, including the Prohibited Conduct rules in Section 5, or for which you do not have all rights necessary to grant the described license to RepDesk.

When using the Services, you may import data, including personally identifiable information, regarding your Contacts ("Contact Data"). RepDesk views and uses Contact Data only to provide Services to you, at your direction and, as part of the Services, to train, detect issues with the Services, and to ensure their proper functioning. RepDesk does not disclose Contact Data to third parties, except as follows:

• RepDesk may share Contact Data with third party service providers to provide Services or administer the site.
• If any portion of RepDesk is sold, Contact Data may be part of business assets transferred. Contact Data also may be disclosed if RepDesk is considering or completes financing, securitization, insuring, sale, assignment or other transfer of all or part of the company.
• RepDesk may disclose Contact Data as reasonably believed necessary to comply with any judicial or governmental subpoenas, warrants or orders.
• RepDesk reserves the right to use, disclose and share your information and Contact Data to investigate, prevent or take action with respect to any potential or actual fraud, illegal activities, circumstances which threaten the physical safety of any person, violations of these Terms of Service or as otherwise required by law.

RepDesk may receive requests directly from individuals, including your Contacts, not to receive emails from the Services. To comply with international data protection laws and to respect their requests, those individuals are placed on a communications exclusion list ("Global Exclusion List") so that they may no longer receive communications from the Services. If a requesting individual is a Contact in your database, RepDesk will use commercially reasonable efforts to notify you of such request before placing that Contact on the list.

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5. Prohibited Conduct

5.1 Prohibited Activities on the Services

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using the Services. When you access or use the Services, you will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct
• Impersonate any person or entity, including any RepDesk official, employee, or falsely state or otherwise misrepresent your affiliation with such a person or entity
• Use or attempt to use another user's account without authorization from that user and RepDesk
• Access the Services by any means other than through the standard industry-accepted or RepDesk-approved application program interfaces
• Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner
• Delete or revise any material, including Marketing Content, posted by another person or entity
• Delete or modify any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature
• Register, subscribe, attempt to register or subscribe, unsubscribe or attempt to unsubscribe, any party for any RepDesk product or Service if you are not expressly authorized by such party to do so
• Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services
• Attempt to circumvent any content-filtering techniques employed or attempt to access any feature or area of the Services that you are not authorized to access
• Develop or use any third-party applications that interact with the Services without prior written consent, including any scripts designed to scrape or extract data from the Services
• Bypass or ignore instructions contained in the robots.txt file that controls automated access to portions of the Services
• Export or attempt to export certain data points, including but not limited to EGEO and ERJA data, that cannot be exported from the Services
• Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms
• Send messages prohibited under the SHAFT-C categories (sex, hate, alcohol, firearms, tobacco, cannabis, controlled substances) where carrier rules disallow them
• Attempt to circumvent A2P 10DLC or carrier-imposed restrictions on SMS messaging

5.2 Compliance with Laws

You represent and warrant that your access to and use of the Services will comply with all applicable laws, rules and regulations, including but not limited to Export Control and Sanctions Laws and those that relate to privacy and data protection and to the sending of electronic communications. You further represent and warrant that you have a lawful basis for processing and sending Marketing Content and communications to your customers, business contacts or followers who consent to receiving marketing messages from you or on your behalf ("Contacts"), whether through legally appropriate consents or otherwise. You will not provide RepDesk or upload to the Services, or take any actions with respect to, any Marketing Content or Contact Data for which you do not have a lawful basis for processing, permissions or consents in accordance with applicable data protection laws. You are responsible for ensuring that you meet all notice and consent obligations for sending communications to individuals in the jurisdictions where they reside. While the Services allow you to manage and access consents and other Contact Data, you acknowledge and agree that you, and not RepDesk, have sole responsibility for maintaining all records relating thereto. You are solely responsible for determining whether the Services are suitable for use in light of any laws and regulations that govern your entity, industry, or relationship with your own Contacts, including but not limited to consumer protection, privacy, advertising, intellectual property or other laws. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You further represent and warrant that your use of the Services, including the information that you upload to or make available through the Services will not cause RepDesk to violate any applicable laws, rules and regulations, including but not limited to those that relate to privacy and data protection and to the sending of electronic communications. RepDesk may suspend or restrict your access to or use of the Services if it suspects that your Marketing Content includes spam or otherwise duplicative or unsolicited messages in violation of applicable laws.

5.3 Reporting Abuse

If you think anyone using the Services is violating any of these Terms, you should notify RepDesk immediately at [email protected].

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6. Terms of Sale

6.1 Subscriptions

When you sign up for the Services, you agree to a recurring subscription contract with RepDesk on a monthly or annual basis (or any other interval RepDesk offers at signup). WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) REPDESK (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY OR ANNUAL BASIS AS APPLICABLE FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS.

The applicable price for your subscription is shown at checkout and confirmed on your order. You agree to provide accurate business and billing information. If the information you provide is incomplete, inconsistent, or appears inaccurate, we may manually review, correct, pause, or reject the order. Prices may change from time to time. Any change to your existing subscription price will be communicated at least thirty (30) days in advance via email and will take effect on your next renewal. Prices shown on the website are B2B/net prices and do not include taxes unless otherwise stated. Applicable Value-Added Tax (VAT), Goods & Services Tax (GST), state sales tax, or other indirect taxes are calculated and added at checkout based on your billing address. Tax computation is performed automatically by our payment processor in accordance with the rules of your jurisdiction.

Monthly subscriptions are billed every thirty (30) days from the date of your initial paid charge. Annual subscriptions are billed once every twelve (12) months from the date of your initial paid charge. Every charge generates an itemized receipt sent to your email of record and is downloadable from your customer portal at any time.

6.2 Annual Plan Terms

We offer a discounted prepaid annual plan. The annual plan is paid in full upfront in the currency stated on your order and includes the following annual extras at no additional charge:

• Twelve (12) additional weeks of service on top of the standard twelve-month term (an effective service period of approximately fifteen months for the price of one year)
• Twenty (20) blog articles published per year on your business website
• One-time AI-Receptionist setup at no charge (per-minute usage charges still apply)

Annual plan refunds are available only within thirty (30) calendar days of the initial annual charge. See the Refund Policy for details. After the 30-day window, no refund is available for the remaining months of the annual term, but you can cancel auto-renewal so that you are not billed for a subsequent year. The annual extras listed above are made available over the course of the annual term and are not redeemable for cash, transferable, or carried over after cancellation.

6.3 Add-On Services

From time to time we may offer or perform additional services beyond the standard subscription plan. Examples include Google Business Profile optimization, advanced SEO services, paid advertising management, custom automations or integrations, additional websites, brand-identity work, and one-off project work commissioned by you.

6.4 Usage-Based Charges & Credit Balance

Your subscription includes baseline access to the platform. Communication usage (SMS, MMS, voice minutes, AI-receptionist minutes, premium third-party integrations) is billed separately on a pay-as-you-go basis from a prepaid credit balance attached to your account. On account creation we establish a credit balance funded by automatic top-ups from the payment method on file. Default top-up amount and threshold are configured during onboarding and can be adjusted from the customer portal at any time. You will receive an email notification each time a top-up is processed. Per-unit costs (per SMS, per minute, per AI-receptionist call) are published in your customer portal and may change with at least thirty (30) days notice. Usage-based charges are deducted from your credit balance as they occur and are non-refundable, including in the case of a cancellation, refund of the subscription fee, or termination. Any unused credit balance remains available for use until the end of your current paid subscription period.

6.5 Cancellation

You may cancel your subscription at any time by logging into your account and following the instructions on your account dashboard for cancellation or by contacting RepDesk at [email protected]. Such cancellation notice must be sent by the designated account owner or an authorized signatory. Inactivity does not constitute automatic cancellation, so unless you cancel your account in accordance with this section, you will continue to be charged for subscription to the Services. All cancellation requests will take effect at the end of then-current subscription period in which the cancellation request is made, and you will be responsible for all fees and any applicable taxes and other charges rendered up through the cancellation date.

In the event you cancel your subscription, RepDesk may still send you promotional communications about RepDesk, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.

If you are interested in cancelling your subscription, RepDesk may provide you with the option of pausing your subscription for a certain period of time. During the pause period, your account will remain active in RepDesk's system, and RepDesk will retain the data, including Contact Data, associated with your account. The collection, use and disclosure of such data will continue to be subject to the Privacy Policy.

6.6 One-Time Purchases

Some features of the Services, such as templates, may be offered as a standalone, non-subscription product. RepDesk will charge your payment method at the time of such purchases as a one-time purchase.

6.7 Free Trials

From time to time, to the extent legally permitted, RepDesk may offer free trials of certain subscriptions for specified period of time without payment. If a free trial is offered, the specific terms of your free trial will be provided in the marketing materials describing the particular trial or at registration. RepDesk reserves the right to modify or terminate free trials at any time, without notice and in its sole discretion.

6.8 Payment and Billing Information

By providing a credit card or other payment method that RepDesk accepts, you represent and warrant that you are authorized to use the designated payment method. In addition, you authorize RepDesk (or its third party payment processor) to charge your payment method for the total amount of your subscription fees (and applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended until your payment is processed. You must resolve any problem RepDesk encounters in order to proceed. You acknowledge that the amount billed may vary due to promotional offers, changes to your subscription or changes in applicable taxes or other charges, and you authorize RepDesk (or its third party payment processor) to charge your payment method for the corresponding amount.

If a scheduled charge fails (expired card, insufficient funds, declined transaction), our payment processor will automatically retry the charge up to four (4) times over the following fourteen (14) calendar days. You will receive an email at each attempt. If payment cannot be successfully collected within fourteen (14) days, your service will be suspended. After thirty (30) days of continuous non-payment, your account will be terminated.

6.9 Refunds

Refunds are governed by the separate Refund Policy: 30-day money-back guarantee on the subscription fee, excluding usage and add-on charges. The Refund Policy is incorporated into these Terms by reference. By subscribing to the Service you accept the terms of that policy.

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7. SMS Messaging Program Terms

7.1 Program Description and Consent Categories

RepDesk operates an SMS messaging program for individuals who interact with us through repdesk.ai and explicitly opt in to receive text messages through the LeadConnector chat widget. RepDesk does not collect phone numbers or SMS consent through any other website form on repdesk.ai. Consent to SMS is not a condition of purchase.

7.1.1 Informational and Transactional Messages. By selecting the informational or transactional consent option in the LeadConnector chat widget and submitting your number, you authorize André Deiß doing business as RepDesk.ai to send you service-related text messages, possibly using automated means. These messages include scheduling confirmations, appointment reminders, rescheduling updates, account notifications, billing confirmations, security alerts, delivery status, and customer-support communications. They relate directly to a service interaction you have initiated.

7.1.2 Promotional and Marketing Messages. By selecting the promotional consent option in the LeadConnector chat widget and submitting your number, you authorize André Deiß doing business as RepDesk.ai to send you marketing text messages, possibly using automated means. These messages include product updates, special offers, new feature announcements, event invitations, and educational content. Consent to promotional messages is optional, independent from the informational or transactional consent in Section 7.1.1, and is not a condition of purchase.

For both categories, message and data rates may apply, message frequency varies, and you can reply STOP to unsubscribe or HELP for help at any time, as further described in Sections 7.2 through 7.7.

7.2 Opt-Out and Help

You can cancel the SMS service at any time. Just text "STOP" to the phone number that sent you messages. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at [email protected].

7.3 Carrier Liability

Carriers are not liable for delayed or undelivered messages.

7.4 Message and Data Rates

As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive messages at a frequency that varies based on your service usage and appointment schedule. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

7.5 Supported Carriers

Our SMS program works with all major U.S. wireless carriers, including AT&T, T-Mobile, Verizon, US Cellular, and most regional carriers.

7.6 Privacy

If you have any questions regarding privacy, please read our privacy policy: repdesk.ai/privacy.

7.7 Compliance

We comply with all applicable laws and regulations governing SMS communications, including the Telephone Consumer Protection Act (TCPA) and CTIA guidelines.

7.8 Customer-Originated Messaging

When you (as a RepDesk Customer) use the Service to send SMS or MMS messages to your own contacts, you are the sender of those messages for legal purposes and are solely responsible for compliance with all applicable laws and carrier requirements. Without limiting Section 5.2, when sending Customer-Originated Messages you will:

• Obtain prior express written consent from each recipient before sending marketing messages, in a manner that complies with the Telephone Consumer Protection Act (TCPA, 47 CFR § 64.1200) and CTIA Short Code Monitoring Handbook standards
• Maintain timestamped records of each opt-in for the duration of the Customer's relationship with the recipient plus at least five (5) years, and produce them on request for carrier audits or regulatory inquiries
• Honor opt-out requests (STOP, UNSUBSCRIBE, CANCEL, QUIT, END) immediately upon receipt and never re-add an opt-out contact without a fresh, documented opt-in
• Scrub your contact list against the U.S. National Do Not Call Registry where applicable, and respect state-level Do Not Call lists
• Send messages only during permitted hours under TCPA and state law (typically 8:00 a.m. to 9:00 p.m. in the recipient's local time zone)
• Include clear sender identification and the option to opt out in every initial marketing message and at the frequency required by carrier guidelines
• Not send messages covered by SHAFT-C categories (sex, hate, alcohol, firearms, tobacco, cannabis, controlled substances) where carrier rules disallow them, and not attempt to circumvent A2P 10DLC carrier restrictions or campaign-vetting decisions
• Provide accurate business name, use-case, and message-sample information during A2P 10DLC brand and campaign registration, and notify RepDesk of any material changes

You acknowledge that violation of these obligations may result in carrier fines passed through to you, suspension or termination of your messaging campaigns by carriers or by us, deactivation of your A2P 10DLC brand registration, and indemnification claims under Section 14. RepDesk acts solely as the platform operator; the originator of every Customer-Originated Message under TCPA and carrier rules is you, the Customer.

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8. Service Level Commitment

We commit to a target monthly uptime of 99.5% for the core subscription Service, calculated as the percentage of total minutes in a calendar month during which the Service is available, excluding scheduled maintenance, force-majeure events, third-party outages outside our reasonable control, and downtime caused by Customer's own actions or Customer's third-party integrations.

If a service-level shortfall is solely attributable to RepDesk and falls below 99.5% in a given calendar month, you may request a service credit equal to ten percent (10%) of the affected month's subscription fee. Service credits are the sole and exclusive remedy for any service-level shortfall and are applied to your next invoice. Service credits are not refundable in cash and not transferable.

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9. Limited License; Copyright and Trademark

The Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the "RepDesk Content") are owned by or licensed to RepDesk and are protected under both United States, German, European Union, and other foreign laws. Except as explicitly stated in these Terms, RepDesk and its licensors reserve all rights in and to the Services and the RepDesk Content. You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services and RepDesk Content for (i) your own personal use or (ii) if you are a business or organization, to communicate about your business or organization with your Contacts. However, such license is subject to these Terms and does not include any right to:

• Sell, resell or commercially use the Services or RepDesk Content
• Copy, reproduce, distribute, publicly perform or publicly display RepDesk Content, except as expressly permitted by RepDesk or its licensors
• Modify the RepDesk Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of the Services or RepDesk Content
• Use any data mining, robots or similar data gathering or extraction methods
• Use the Services or RepDesk Content other than for their intended purposes

Any use of the Services or RepDesk Content other than as specifically authorized herein, without prior written permission, is strictly prohibited and will terminate the license granted herein.

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10. Third Party Content and Services

RepDesk may display content, advertisements and promotions from third parties through the Services ("Third Party Content"). RepDesk does not control, endorse or adopt any Third Party Content, and makes no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties. If RepDesk requires you to accept additional terms, conditions, or obligations in connection with your use of third party services or third party integrations ("Third Party Terms"), RepDesk will provide you advanced notice and obtain your authorization or acceptance of such Third Party Terms, which shall include your continued use of such services or integrations.

RepDesk may also provide you with access to certain services, features or functionality offered by a third party in connection with the Services. Use of any such services, features or functionality will be subject to separate terms of service between you and such third party, and not these Terms. The third party provider, and not RepDesk, will be solely responsible for providing you with such services, features or functionality.

If you use the Services to purchase a domain name, RepDesk will purchase it on your behalf from our domain registrar provider, and RepDesk will be the listed registrant during the active subscription. You must use the domain name in compliance with these Terms as well as the domain registrar provider's terms of service, subscription agreement, privacy policy, and Registrant Rights and Responsibilities. If requested by you in writing, RepDesk will transfer the domain name to you. A transfer fee may apply. You agree to indemnify and hold RepDesk harmless from any claim or demand, including reasonable attorneys' fees, arising from your use of such domain, including any breach of these Terms, the registrar provider's terms, and/or any violations of applicable laws as it pertains to use of the domain name. As per ICANN rules, domains once purchased cannot be transferred out to a different DNS provider before 60 days of the domain purchased.

Additionally, domains purchased through RepDesk must use the nameservers required by RepDesk's domain provider, and you may not change the nameservers while the domain is registered through RepDesk; if you wish to use different nameservers, you must transfer the domain to another registrar.

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11. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about RepDesk or its products or Services (collectively, "Feedback"), is non-confidential and will become the sole property of RepDesk. RepDesk will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

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12. Publicity

You agree to be identified as a customer of RepDesk and that RepDesk may refer to you by name, trade name, trademark, logo and other proprietary marks or words, and may describe your business, in RepDesk's marketing or publicity materials, on its website, and in press releases or other public statements. You hereby grant RepDesk a non-exclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use your name and any of your trade names, trademarks, logos and other proprietary marks or words pursuant to this Section 12. You may opt out of this publicity license at any time by emailing [email protected]. We will remove your business name and logo from our public marketing channels within thirty (30) days of receiving a valid opt-out request, except where retention is required by law.

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13. Copyright Complaints

RepDesk has a policy of limiting access to the Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may notify RepDesk's Designated Copyright Agent.

In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), 17 U.S.C. § 512, please submit a notice that contains: (1) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright; (2) identification of the copyrighted work claimed to have been infringed; (3) identification of the material that is claimed to be infringing and that is to be removed, with information reasonably sufficient to permit us to locate it; (4) your contact information (address, telephone, email); (5) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on behalf of the owner.

Designated Copyright Agent: [email protected]. Counter-notifications meeting the requirements of 17 U.S.C. § 512(g) may be submitted to the same address. We reserve the right to terminate accounts of users who are repeat infringers.

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14. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless RepDesk, its parent, subsidiaries and affiliates, and each of its respective officers, directors, agents, partners and employees (individually and collectively, the "RepDesk Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Services; (b) your Marketing Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) or (e) your conduct in connection with the Services. You agree to promptly notify RepDesk Parties of any third party Claims, cooperate with RepDesk Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that RepDesk Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and RepDesk or the other RepDesk Parties.

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15. Disclaimers

RepDesk does not control, endorse, or take responsibility for any Marketing Content, Third-Party Content, or Third-Party Services made available on or linked to by the Services. Your use of the Services occurs entirely at your sole risk. The Services are provided in their current form and state of availability, without any warranties of any kind, whether expressed or implied. This includes, but is not limited to, implied warranties regarding merchantability, fitness for a particular purpose, title ownership, and non-infringement of third-party rights.

Additionally, RepDesk makes no representation or warranty that the Services are accurate, complete, reliable, current, or free from errors. Although RepDesk attempts to make your access to and use of the Services safe, RepDesk cannot and does not represent or warrant that the Services or servers are free of viruses or other harmful components. You assume complete and entire risk regarding the quality and performance of the Services.

As between you and RepDesk, you will be solely responsible for responding to and honoring all requests relating to the rights of your Contacts and their personal data, pursuant to and in accordance with applicable data protection laws. We do not warrant that the Services will be uninterrupted, error-free, or that any specific business outcome (including any specific number of leads, jobs booked, search-engine ranking, or revenue figure) will be achieved. Outcomes depend on factors outside our control, including market conditions, competition, customer effort, and third-party platform behavior.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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16. Limitation of Liability

RepDesk and the other RepDesk Parties will not be liable to you under any theory of liability, whether based in contract, tort, negligence, warranty, strict liability, or otherwise, for any indirect, consequential, exemplary, incidental, punitive, or special damages, or for lost profits, even if RepDesk or the other RepDesk Parties have been advised of the possibility of such damages.

The total liability of RepDesk and the other RepDesk Parties for any claim arising out of or relating to these Terms or the Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use the Services during the twelve (12) months immediately preceding the event giving rise to the liability.

The limitations set forth in this section will not limit or exclude liability for gross negligence, fraud, or intentional misconduct of RepDesk or the other RepDesk Parties, or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

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17. Release

To the fullest extent permitted by applicable law, you release RepDesk and the other RepDesk Parties from responsibility, liability, claims, demands, and damages (both actual and consequential) of every kind and nature, known and unknown, including but not limited to claims of negligence, arising out of or related to disputes between users and the acts or omissions of third parties.

You expressly waive any rights you may have under California Civil Code § 1542, as well as any other statute or common law principle that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. California Civil Code § 1542 states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

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18. Transfer and Processing Data

By accessing or using the Services, you consent to the processing, transfer, and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law. RepDesk operates the Services using sub-processors that are located in the United States; as such, Customer Data and Contact Data are primarily processed and stored on servers located in the United States. Where personal data originates in the European Economic Area, the United Kingdom, or Switzerland, RepDesk relies on its sub-processors' participation in the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF, as well as on Standard Contractual Clauses adopted by the European Commission and additional technical and organizational safeguards. For details, see the Privacy Policy.

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19. Export Control & Sanctions Compliance

The receipt and use of the Services may be subject to export control and economic sanctions laws of the United States, the European Union, the Federal Republic of Germany, the United Kingdom, and other applicable government authorities (collectively, "Export Control and Sanctions Laws"). You agree to abide by all Export Control and Sanctions Laws as they relate to your access and use of the Services.

You will not, directly or indirectly, access or use the Services if you are located in a jurisdiction where the provision of the Services is prohibited by law, referred to as a "Prohibited Jurisdiction." Prohibited Jurisdictions include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

You also will not provide access to or allow the use of the Services by any government, entity, or individual that is either located in any Prohibited Jurisdiction, or identified on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce's Denied Persons List or Entity List, the EU Consolidated List of Sanctions, the UK Office of Financial Sanctions Implementation list, or subject to any other export control or economic sanctions lists or programs.

You represent and warrant that you are not named on or subject to any government sanctions programs or list of persons or entities prohibited from receiving U.S., EU, or UK exports or engaging in transactions with any U.S., EU, or UK person. You further represent and warrant that you are not located in, or a company registered in, any Prohibited Jurisdiction. Additionally, you represent and warrant that you will comply with all applicable laws regarding the transmission of technical data exported from or imported into the country in which you are located.

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20. Anti-Corruption Compliance

You will comply with all applicable United States, German, EU, and international anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, the German Strafgesetzbuch §§ 299, 331-335, and others as they relate to your access to and use of the Services. You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with these Terms.

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21. Commercial Items

If the Services are acquired by any agency of the U.S. Government, such agency acknowledges that the Services constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Such agency's rights are limited to those specifically granted under these Terms.

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22. Dispute Resolution

Please read this section carefully because it limits the manner in which certain disputes and claims may be brought.

22.1 Provisions Applicable to All Customers

One-Year Filing Window. Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after such claim arose. If a claim is not filed within this one-year period, the claim is permanently barred, which means that you and RepDesk will not have the right to assert the claim, to the maximum extent permitted by applicable law.

Equitable Relief Carve-Out. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for the alleged unlawful use of intellectual property or for breach of confidentiality obligations, without regard to the dispute-resolution provisions below.

22.2 Additional Provisions for U.S.-Domiciled Customers

The following provisions apply only to Customers whose billing address is located in the United States.

Class Action Waiver. You and RepDesk agree that any dispute arising out of or related to these Terms or the Services is personal to you and RepDesk, and that any such dispute will be resolved solely through individual proceedings. No dispute will be brought as a class action, class arbitration, mass action, consolidated action, or any other type of representative proceeding. You and RepDesk each waive the right to participate as a representative or member of any class of claimants.

Jury Trial Waiver. To the maximum extent permitted by applicable U.S. law, you and RepDesk waive any right to a jury trial for any dispute arising out of or related to these Terms or the Services.

Small Claims Carve-Out. Either party retains the right to bring an individual action in a small claims court of competent jurisdiction in the United States.

Opt-Out Right. You have the right to opt out of the class-action waiver in this Section 22.2 within thirty (30) days of the date you first accepted these Terms by emailing [email protected]. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out.

22.3 Provisions for Customers in Germany, the EU, and the UK

Customers who are consumers under applicable mandatory consumer-protection law retain all statutory dispute-resolution rights, including the right to bring representative or model-declaratory actions (such as the German Musterfeststellungsklage), and the right to bring claims in their home jurisdiction where required by such law. The class-action waiver and jury-trial waiver in Section 22.2 do not apply to such Customers to the extent they would conflict with mandatory consumer-protection law.

The European Commission provides a platform for online dispute resolution available at https://ec.europa.eu/consumers/odr/. We are not obliged and not willing to participate in dispute-resolution proceedings before a consumer arbitration board.

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23. Governing Law and Venue

These Terms and your access to and use of the Services will be governed by and construed and enforced in accordance with the laws of the Federal Republic of Germany, without regard to its conflict-of-laws principles. The exclusive place of jurisdiction for any dispute arising out of or in connection with these Terms is Tuttlingen, Germany, to the extent permitted by applicable law.

Any dispute between the parties that is not subject to the dispute-resolution mechanism in Section 22 and cannot be heard in small claims court will be resolved in the state or federal courts of Germany sitting in Tuttlingen.

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24. Changes to These Terms

RepDesk may make changes to these Terms from time to time. If changes are made, RepDesk will post the amended Terms to the Services and update the "Effective Date." RepDesk may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through the Services.

Material changes will be communicated by email at least thirty (30) days before they take effect. Your continued access to and use of the Services after RepDesk provides notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.

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25. Termination

RepDesk reserves the right, without notice and in its sole discretion, to terminate your right to access or use the Services. RepDesk is not responsible for any loss or harm related to your inability to access or use the Services.

Without limiting the foregoing, we may suspend or terminate your access to the Service immediately and without prior notice if (a) you breach these Terms (including the Prohibited Conduct rules in Section 5); (b) we are required to do so by law, regulation, or court order; (c) your account presents a fraud, security, or compliance risk; or (d) your account is more than thirty (30) days delinquent on payment.

You may terminate your subscription at any time by following the procedure described in the Cancellation Policy or by contacting [email protected].

Upon termination by either party, your right to use the Service ends. Sections that by their nature survive termination (including sections on intellectual property, data export, liability, indemnification, release, feedback, publicity, and governing law) survive.

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26. Severability

If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

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27. Miscellaneous

These Terms constitute the entire agreement between you and RepDesk relating to your access to and use of the Services. Any additional or different terms proposed by you in any purchase order, request for proposal, or other document are hereby objected to by RepDesk and shall be void.

The failure of RepDesk to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

These Terms may not be assigned or transferred by you except with RepDesk's prior written consent. RepDesk may assign or transfer these Terms without your consent. These Terms may be executed and delivered electronically and in one or more counterparts, each of which shall, when taken together, constitute a single document.

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28. Contact

• General support: [email protected]
• Sales: [email protected]
• Refunds: [email protected]
• Cancellations: [email protected]
• Legal & DMCA notices: [email protected]
• Data-protection requests: [email protected]

Operator details: Imprint.

By using RepDesk, you consent to these Terms of Service.