Terms of Service

1. Eligibility and Account Registration

You must be at least 18 years of age and legally capable of entering into a binding contract to use the Service. By creating an account, you represent and warrant that the information you provide is accurate, current, and complete, and that you will maintain its accuracy.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access or use of your account.

2. License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes. We reserve all rights not expressly granted.

3. Acceptable Use

You agree not to:

• Use the Service in violation of any applicable law, regulation, or third-party right;
• Upload, transmit, or distribute content that is unlawful, infringing, defamatory, harmful, or otherwise objectionable;
• Attempt to gain unauthorized access to the Service, related systems, or networks;
• Interfere with, disrupt, or impair the integrity or performance of the Service, including by introducing malicious code, scraping, denial-of-service attempts, or excessive automated requests;
• Reverse engineer, decompile, or attempt to derive the source code of any portion of the Service, except as expressly permitted by applicable law;
• Resell, sublicense, or otherwise commercially exploit the Service without our prior written consent.

4. Subscriptions, Fees, and Payment

Certain features of the Service may require a paid subscription. Fees, billing frequency, and applicable taxes will be presented to you before you complete a purchase. Unless otherwise stated, all fees are non-refundable and are charged in advance on a recurring basis.

We may change pricing at any time. Any price changes will take effect at the start of your next billing cycle after providing you reasonable notice. You authorize us, or our third-party payment processor, to charge your designated payment method for all fees incurred.

5. Your Content

You retain all rights in and to any data, files, or other content you submit, upload, or transmit through the Service (“Your Content”). You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, and display Your Content solely to the extent necessary to provide, secure, and improve the Service.

You represent and warrant that you have all rights necessary to grant the foregoing license and that Your Content does not infringe or violate any third-party rights or applicable law.

6. Intellectual Property

The Service, including all software, content, designs, trademarks, logos, and other materials provided by us, is owned by the Company or its licensors and is protected by intellectual property and other applicable laws. Nothing in these Terms transfers ownership of the Service to you.

7. Third-Party Services

The Service may contain links to, or interoperate with, third-party websites, applications, or services that are not owned or controlled by us. We are not responsible for the content, policies, or practices of any third-party service. Your use of any third-party service is governed by that third party's terms and policies.

8. Confidentiality

Each party agrees to protect the other party's non-public information disclosed in connection with the Service with the same degree of care it uses to protect its own confidential information, and in no event with less than reasonable care, and to use such information only as necessary to exercise its rights and perform its obligations under these Terms.

9. Termination

You may terminate your account at any time by following the instructions within the Service. We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including if we reasonably believe you have violated these Terms. Upon termination, your right to use the Service will immediately cease, and we may delete or retain Your Content as permitted by applicable law.

Sections that by their nature should survive termination (including ownership, disclaimers, limitations of liability, indemnification, and governing law) will survive.

10. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

12. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Service, (b) Your Content, or (c) your violation of these Terms or applicable law.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the jurisdiction in which the Company is established, without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the competent courts of that jurisdiction to resolve any dispute arising out of or relating to these Terms or the Service, except where prohibited by applicable law.

14. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means. Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of the changes.

15. Miscellaneous

These Terms constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements. If any provision is held to be unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision will not be deemed a waiver. You may not assign these Terms without our prior written consent; we may assign these Terms without restriction.

16. Contact Us

If you have questions about these Terms, please contact us through the Service or at https://mineraldesk.com.