LookDesk Terms of Service

Introduction

These Terms of Service (“Terms”) govern your access to and use of the LookDesk platform and services (“Services”). By accessing or using LookDesk, you agree to be bound by these Terms. If you are using LookDesk on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree with these Terms, you must not use the Services.

1. Definitions

For purposes of these Terms, the following definitions apply:

• “LookDesk” (also referred to as “we”, “us”, or “our”) refers to the LLC LookDesk entity providing the Services, registered in Kyiv, Ukraine, including any affiliates and successors.

• “User” (also “you” or “Client”) means the individual or legal entity accessing the Services. If you are an organization, “User” includes your employees or agents you allow to use the Services under your account.

• “Services” means the LookDesk AI productivity and document management software-as-a-service platform, including all web applications, APIs, and related features provided by LookDesk. The Services enable Users to upload and store documents and retrieve information or answers via AI-powered features.

• “Account” means a unique account registered to access the Services, associated with a User or organization.

• “Content” (or “Service Data”) means all documents, text, files, questions, or other data that you or your authorized users submit to and store in the Services. This includes any information derived from such data via the AI features.

• “Personal Data” means any information that relates to an identified or identifiable natural person (as defined under applicable data protection laws, e.g., GDPR).

• “AI Services” refers to the AI-powered functionalities of LookDesk, which may utilize third-party artificial intelligence models or APIs (such as OpenAI’s GPT-based services) to analyze User Content and generate responses.

• “Third-Party Provider” means an independent service provider that supplies components of the Services, such as the AI model provider. For example, OpenAI is a Third-Party Provider for certain AI features of LookDesk.

Other capitalized terms not defined above shall have the meanings given elsewhere in these Terms or in applicable law

2. Description of Services

LookDesk is an AI-driven productivity platform and document management SaaS. It allows organizations to upload and store internal documents in a centralized database and to query those documents using AI to get fast answers and insights. The platform includes features for organizing content and controlling access by user roles (admin vs. regular users), as set by the Account administrator. The AI features (such as an AI chatbot or search assistant) will parse and “read” the uploaded documents to answer user questions, subject to the access permissions defined by the Account administrator. By using the Services, you agree that LookDesk will process your Content with AI algorithms for the purpose of providing you relevant answers and document insights.

3. Account Registration and User Responsibilities

Eligibility: You must be 18 years or older (or the age of majority in your jurisdiction) and capable of entering into a legally binding contract to use LookDesk. By registering an Account, you affirm that you meet these requirements. If you are registering on behalf of an organization, you must use your real identity and have authority to act for that organization.

Account Information: When you create an Account, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You must promptly notify LookDesk of any unauthorized use or security breach. We are not liable for any loss or damage arising from your failure to secure your Account.

User Roles and Access: The Account owner, Administrator (Admin) and Editor (assigned by Administrator) may authorize additional Users under the account (for example, your team members) and assign appropriate roles and access permissions. The administrator and partially Editor control which uploaded documents or Content each regular user can access or view within the Services. You are responsible for managing your users and ensuring that any user of your Account complies with these Terms. All usage by your employees or agents is deemed your usage.

Acceptable Use: You agree to use LookDesk only for lawful purposes and in compliance with these Terms and all applicable laws and regulations. You must not:

• Use the Services to violate any law or regulation, or to infringe the rights of others (including intellectual property, privacy, or data protection rights).

• Upload or store any Content that is illegal, harmful, fraudulent, defamatory, obscene, or otherwise objectionable (including content that promotes violence, hatred or discrimination). This includes material that is harmful to minors or violates third-party privacy rights.

• Upload viruses, malware, or any other malicious code. You must not transmit any worms, Trojan horses, corrupted files, or other content intended to damage or disrupt the Services or other users’ data.

• Attempt to interfere with or disrupt the proper working of the Services. This includes attempting to bypass or undermine any security or technical measures, circumvent any access restrictions or rate limits, or engage in denial-of-service attacks.

• Reverse engineer, decompile, or disassemble the software underlying our Services, nor attempt to derive the source code or underlying ideas or algorithms of any part of the Services. You also agree not to modify, create derivative works from, or copy the Services except as allowed by us.

• Use the Services to build a competing product or service, or use our software or AI output to train competing AI models. No competitive use or access is permitted if you are a competitor to LookDesk.

• Share or resell the Services to unauthorized third parties. You may not provide the Services as a service bureau or otherwise make the Services available to anyone other than authorized Users within your organization.

• Misrepresent your identity or affiliation when using the Services. You must not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

• Use LookDesk if you are located in a country embargoed or sanctioned by the EU, the United States, or other applicable jurisdictions. For example, using the Services from certain sanctioned regions is prohibited. You also agree not to use VPNs or other techniques to circumvent geographic restrictions in violation of export control or sanctions laws.

Violation of any of the above may result in immediate suspension or termination of your Account at our sole discretion, and may also subject you to legal consequences. LookDesk reserves the right to investigate any violation of these Terms and to cooperate with law enforcement as appropriate.

4. Plans, Free Trials, Fees and Cancellation Policy

Subscription Plans: LookDesk may offer different Service Plans (subscription tiers or packages) with varying features, usage limits, and pricing. Details of current plans and pricing are provided on our website’s Tariff Plans or Pricing page, which is incorporated by reference into these Terms. You may choose a plan that suits your needs, and you can upgrade or downgrade between plans as permitted. Each plan may be subject to specific limitations (e.g., number of users, storage capacity, or features) as described on the website or in an order form.

Free Trial / Free Tier: We may offer a free trial period or a free-tier plan for some Services. A “Free Trial” means limited access to the Services for evaluation without paying fees. The duration and features of any free trial or free plan are described on the website. We reserve the right to change or terminate any free trial or free plan at any time. After a free trial ends, if you do not upgrade to a paid plan, your access may be limited or the Account may revert to a free feature-limited plan.

Fees and Billing: For paid plans, you agree to pay all applicable subscription fees or usage-based charges as specified for your chosen plan. Fees may be charged per user (seat licenses), per usage (e.g., number of AI queries, storage, etc.), or a flat rate for the plan, as indicated on the Tariff Plans page. All fees are stated and payable in the indicated currency and are exclusive of taxes (unless stated otherwise). You are responsible for any taxes, duties, or charges imposed in connection with your purchase of the Services (except taxes on LookDesk’s income).

Payment Terms: When you provide payment information, you represent that you are authorized to use the payment method and you authorize us (or our third-party payment processor) to charge your payment method for the applicable fees. All fees are in [USD/EUR] unless otherwise specified, and are non-refundable except as required by law or stated otherwise in these Terms. We may offer free trials or special promotional plans; after such trial or promotion ends, you will be charged the standard rate unless you cancel.

If we are unable to process payment using your provided method, or your account becomes past due, we will notify you and you must promptly pay the outstanding amount. If fees remain unpaid 3 days after notice of non-payment, we may suspend or downgrade your access to the Services until the balance is paid. Continuous failure to pay fees may result in termination of your Account.

Changes in Fees: We reserve the right to change subscription fees or introduce new charges with prior notice to you (for example, by email or by posting on our site). Fee changes will apply only to the next billing cycle. If you do not agree to a price change, you must cancel your subscription before the new price takes effect; otherwise, your continued use of the Service after the price change constitutes your acceptance of the updated fees.

Usage-Based Charges: If your plan includes usage-based components (for example, a certain number of AI queries per month, or charges for usage exceeding plan limits), those will be billed as described in the plan details. We will endeavor to inform you (such as via the dashboard or email) if you are approaching or exceeding any usage quotas that would result in additional fees. By using such features, you agree to pay the additional fees for usage beyond included amounts. Some AI Services may involve third-party providers and incur separate costs – see Section 7 (AI Services) below for details.

No Refunds: Except as expressly provided in these Terms or required by law, all fees are non-refundable. This means that if you cancel your subscription or downgrade your plan before the end of a paid term, or if your Account is terminated due to a violation of these Terms, you will not be entitled to a refund or credit for any unused period of your subscription. (One exception: if you are unsatisfied and cancel a new paid subscription very soon after subscribing, we may offer a courtesy refund per our refund policy, for example within 3 days of purchase, as indicated on our website or promotions. Such refunds, if any, are at our discretion or as required by applicable law.)

Free Trial Conversion: If you provided payment details to start a free trial, we will not charge you until the trial period ends. To avoid being charged, you must cancel before the trial ends. If you do not cancel, your trial will convert to a paid subscription and your payment method will be charged the applicable fee.

Promotions and Changes: From time to time, we may offer promotional pricing, discounts, or new services. Any such promotions are subject to the specific terms of the offer and may be for a limited time. We reserve the right to change or discontinue promotional offers at any time.

5. Your Content and Data Privacy

Ownership of Content: You retain all rights and ownership in the Content (including documents and data) that you or your users upload to LookDesk. We do not claim ownership over your Content. As between you and LookDesk, you own and are responsible for all Content you submit to the Services, including ensuring that you have all necessary rights to use and share such Content.

License to LookDesk: In order for us to operate the Services, you grant LookDesk a non-exclusive, worldwide, royalty-free license to host, store, transfer, process, and display your Content solely for the purpose of providing the Services and as otherwise permitted by our Privacy Policy. This includes the right to analyze and process your documents through our AI features to generate answers or insights for you. We will not use your Content for any purposes outside the scope of delivering and improving the Services without your consent.

User Responsibilities for Content: You are solely responsible for the Content you upload and the legality, reliability, and appropriateness of it. By uploading Content, you represent and warrant that: (a) you have obtained all necessary consents, licenses, or rights to upload the Content and to allow LookDesk to process it under these Terms; (b) the Content does not violate any laws or rights of any third party (for example, you will not upload documents containing personal data of individuals without authorization or in violation of privacy laws); and (c) the Content is free of viruses or malicious code. LookDesk is not responsible for any Content that you or other users provide, and we have no obligation to monitor the Content, though we reserve the right to remove or disable access to any Content that we deem violates these Terms or applicable law.

Privacy and Data Protection: LookDesk is committed to protecting your personal information and Content. We collect and process Personal Data in accordance with applicable data protection laws (such as the EU General Data Protection Regulation GDPR) and our Privacy Policy. By using the Services, you agree to our collection, use, and sharing of information as described in our Privacy Policy, which is hereby incorporated into these Terms. We implement appropriate technical and organizational measures to safeguard your personal data and Content from unauthorized access, loss, or alteration. However, you acknowledge that no method of transmission over the Internet or electronic storage is perfectly secure, and we cannot guarantee absolute security. Similarly, you understand that there is inherent risk in transmitting data online and agree to use the Services at your own risk.

Data Residency: By default, your Content may be stored on servers in the European Union or the United States. If you have specific data residency requirements, please contact us to discuss available options. We will not move your stored Content to a different region without informing you, except as needed to ensure service availability and performance (in compliance with data transfer laws).

Confidentiality: We consider your Content to be confidential to you. We will not disclose your Content to any third party except: (i) as needed to operate or support the Services (for example, using sub-processors under obligations of confidentiality – see below); (ii) if required by law or valid legal process (and in such case we will, where lawful, attempt to provide you notice); or (iii) if you expressly authorize us to do so.

Sub-processors: You acknowledge and agree that we may use trusted third-party service providers (sub-processors) to help us provide certain aspects of the Services (such as cloud infrastructure or AI processing). A list of our major sub-processors is available upon request or on our website (e.g., OpenAI as our AI model provider). We ensure via our agreements with sub-processors that they only access and use your data to provide services to us and under obligations of confidentiality and security. By using LookDesk, you consent to our use of sub-processors in this manner.

Data Processing Agreement: If you are a business customer subject to GDPR or similar laws and require a Data Processing Agreement (DPA) to be in place, we offer a DPA that reflects these Terms and our privacy commitments. Our DPA is available on request and, once executed by both parties, becomes part of this agreement. The DPA outlines how we process personal data on your behalf as a processor, including compliance with GDPR Art. 28 requirements.

User’s Personal Data Obligations: If you upload personal data to LookDesk, you act as the data controller for that data, and LookDesk is a data processor. You are responsible for ensuring that any personal data in your Content is collected and shared with LookDesk in compliance with privacy laws. For instance, you must have a legal basis (like consent or legitimate interest) to process and upload that data. If a data subject (individual) exercises their rights (e.g., deletion or access) with respect to content in our system, you should use the features provided (or contact us) to fulfill those requests. We will assist you with reasonable measures to comply with such obligations, as detailed in the DPA or Privacy Policy.

Retention and Deletion: We do not intend to keep your Content longer than necessary to provide the Services. During your subscription, you will have the ability to delete your documents or data; doing so will typically remove them from active systems immediately and from backups within a reasonable period, except to the extent required to be retained for legal reasons. Upon termination of your Account, we will handle your data as described in Section 11 (Termination).

Aggregate Data: We may aggregate or anonymize data derived from your use of the Services (so it cannot identify you or your users) for the purpose of analytics, improving our services, and benchmarking. Any such aggregated data will contain no personal data and no confidential information identifiable to you.

For more details on how we handle data, please review our Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy regarding personal data, the Privacy Policy will prevail for issues specifically about data protection and privacy.

6. AI Features and Third-Party Services

LookDesk’s distinctive feature is its AI-powered assistant that can answer questions based on your uploaded documents. This section explains the specific terms and disclaimers for AI Services and any third-party components (like AI models) we utilize.

Third-Party AI Provider: Our AI question-answering functionality is powered by a third-party artificial intelligence service (currently, OpenAI’s GPT-based models, or a similar provider). By using the AI features, you acknowledge that your relevant queries and portions of your Content may be sent to such Third-Party Providers for processing. We do not share your identity; we send the textual data necessary for the AI to generate an answer. Third-Party Providers are contractually bound to use your data only for processing your requests and not for other purposes (for example, OpenAI will not use API data to train its models, per their policy, unless separately authorized). However, we do not control these external services beyond our agreements with them, and thus we cannot guarantee their performance or results.

Use of AI Output at Your Risk: You understand and agree that AI-generated responses from LookDesk are provided “as-is” for your convenience and may not be 100% accurate or reliable. Do not rely on AI output as your sole source of truth or as professional advice. The AI may occasionally generate incorrect, misleading, or irrelevant information (a phenomenon sometimes known as “AI hallucination”). You are responsible for reviewing and verifying the accuracy of any AI-provided answer or content before using it for any important or sensitive purposes. For example, Quidget’s terms advise users not to rely on AI output as a sole source of factual information and to use it at their own risk. By using LookDesk’s AI, you acknowledge these risks.

AI Usage Restrictions: When using the AI Services, you agree to abide by the following additional rules (in line with OpenAI’s and LookDesk’s usage policies):

No Illegal or Harmful Use: You will not use the AI features to engage in unlawful activities or to generate content that is illegal, harmful, violent, or aimed at harassing or harming others. This includes no generation of hate speech or discriminatory content; the AI should not be used to promote violence, terrorism, child exploitation, or any content that is prohibited by law.

No IP Infringement: You must not use the AI to produce content that infringes intellectual property rights. For example, do not request the AI to output large excerpts of copyrighted text that you do not have the right to use, and do not use the AI to create content that violates patents, trademarks, or trade secrets of others.

No Privacy Violations or Personal Data Abuse: Do not use the AI to generate or disclose personal data about individuals without their consent, or to create content that violates privacy rights. The AI should not be used to profile or make decisions about individuals in sensitive contexts (such as employment, credit, insurance, or health) without appropriate human oversight.

No Defamatory or Misleading Content: You will not use the AI to create defamatory statements or to deliberately spread false or misleading information. You also agree not to claim that AI-generated content was created by a human, or otherwise use it to deceive others about its origin. If you publish or share AI-generated content, you should clarify that it is AI-generated when contextually appropriate.

No High-Risk Use: You may not use LookDesk’s AI in situations where the stakes are extremely high – for example, in any life-critical or mission-critical scenarios (such as running life support systems, emergency services, or military operations) where an incorrect or delayed AI response could lead to serious harm. The Services are not designed for such use, and we disclaim liability for any such usage.

Fair Usage: Do not excessively automate queries or hammer the AI with an unreasonable volume of requests that could impair the system’s performance. For instance, you should not use scripts or bots to send queries at a rate that disrupts the service for other users. We may implement rate limiting or throttling to ensure stability.

OpenAI’s Usage Policies: Additionally, you agree to abide by OpenAI’s usage policies (or those of any alternate AI provider we use) when using the AI features. This typically includes prohibitions on using the AI for illicit behavior, spam generation, malware creation, etc. We may provide a link to the current OpenAI usage policy on our website for your reference.

We reserve the right to monitor usage of the AI features and suspend or terminate any use that appears to violate these rules or poses harm to us, the provider, or others.

Additional Fees for AI: The AI Services might incur additional costs depending on your usage and plan. For example, if your plan includes a quota of AI queries or data processing and you exceed it, extra charges may apply. These fees are determined by the third-party AI provider’s pricing and are passed through to you (we do not mark them up). We will be transparent about any such charges – see Section 4 on usage-based fees. By using the AI beyond free allowances, you acknowledge that additional fees may be incurred and charged to you in billing.

Third-Party Terms: Your use of the AI features may also be subject to the terms and policies of the Third-Party Provider (e.g., OpenAI). While you are not directly contracting with that provider, they may require certain end-user terms to be in place. For instance, OpenAI’s terms prohibit users from attempting to reverse-engineer the model or using the output to train competing models. To the extent required, you agree to comply with any such third-party terms when using the AI Services. LookDesk is not responsible for the services provided by the Third-Party Provider and disclaims liability for their acts or omissions. Any issues arising from the performance or results of the AI model itself are primarily the responsibility of that provider, although we will reasonably assist in resolving them.

No Warranty for AI Outputs: LookDesk makes no warranties or guarantees about the accuracy, quality, or suitability of the AI-generated outputs. The AI services are a new and evolving technology; you accept them “as-is” and “as available” without warranty. All use of AI outputs is at your own risk. We specifically disclaim any liability for any damage or loss arising from your reliance on AI-generated content. This disclaimer is in addition to the general warranty disclaimers in Section 13.

Data for AI Processing: We understand that your documents may contain sensitive information. When we send data to the AI engine to process a query, we do so securely (via encrypted channels) and only the minimum necessary information is sent. The Third-Party Provider is obligated not to use this data except to provide the result. We also do not allow the AI provider to retain or use your data to improve their services (under our agreement, data submitted via API is not used for training their foundation models). That said, any data that you input into the AI features will necessarily leave our systems momentarily to be processed by the AI provider’s system, which may be located in the U.S. or other countries. By enabling or using the AI features, you consent to this processing of your data by third-party AI providers.

Data Privacy & Compliance (AI): You must ensure that your use of the AI features complies with applicable privacy and data protection laws, especially if you input personal data. For example, if you use personal data in a prompt, ensure you have the right to do so and consider removing or anonymizing unnecessary personal details. LookDesk has measures in place to safeguard data used in AI processing, but we rely on you to use the features responsibly. We will not be liable for any privacy or compliance breach arising from the content you choose to submit to the AI.

In summary, please use good judgment and caution when using AI-generated outputs. Double-check important answers, and do not use the AI to do anything that you wouldn’t do otherwise or that would violate these Terms or the law. We’re excited about the productivity boost AI can offer, but it comes with shared responsibilities for safe use.

7. Support and Service Level

Standard Support: LookDesk provides support to all customers through our standard channels, including in-app chat support and email (e.g., [email protected]). We strive to respond to support inquiries as soon as reasonably possible, typically within 12 business hours at most. Support is generally available Monday through Friday during our business hours (which will be indicated on our website or support portal, adjusted for holidays).

Documentation: We maintain online documentation, FAQs, and a help center to assist you in using the Services. We encourage you to consult these resources for quick answers.

Service Level Uptime: We aim to maintain a high availability of our Services (24/7 uptime), but do not guarantee that the Services will be uninterrupted or error-free. There may be occasional downtime for maintenance or due to unforeseen technical issues. We will attempt to schedule planned maintenance during low-usage hours and give advance notice when possible. No specific uptime SLA (service-level agreement) is provided under these standard Terms, but our goal is to exceed industry-standard uptime (typically 99% or higher).

Enterprise Support / SLA: For customers on certain enterprise or premium plans, we may offer a custom support SLA or dedicated support contacts. If your plan includes an SLA (for example, guaranteed response within 12 business hours for critical issues), the details will be in your Service Plan or a separate SLA addendum. Any such SLA terms would supplement these Terms. If there is a conflict, the SLA terms (for support and uptime credits, etc.) will govern for those specific aspects.

Customer Responsibilities: When seeking support, you should provide sufficient information about the issue (e.g., screenshots, error messages, steps to reproduce) so we can assist effectively. You also agree to cooperate in troubleshooting or implementing fixes (for example, updating to the latest version of our app, if applicable, or adjusting settings as advised).

Third-Party Components: If an issue arises from a third-party service integrated with LookDesk (such as cloud hosting or the AI provider), we will liaise with that provider to resolve it, but some resolution times may be outside our control. We will keep you informed of progress in such cases.

No Emergency Use: Our support channels are not intended for emergency communications (e.g., data breach notifications or legal notices). For critical outage reporting, we may provide a specific contact method. For any data security incident or legal notice, see the Contact section at the end of these Terms.

8. Proprietary Rights

Our Intellectual Property: The Services (including all software, code, algorithms, user interfaces, know-how, and documentation) and all content provided by LookDesk (except your Content) are owned by LookDesk or its licensors and are protected by intellectual property laws. LookDesk retains all rights, title, and interest in and to the Services, including all related intellectual property and proprietary rights. Your use of the Services does not grant you any ownership in the Services or underlying IP. For clarity, you are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription, solely in accordance with these Terms. You may not use LookDesk’s trademarks, logos, or other brand elements without our prior written permission. You agree not to remove or obscure any copyright, trademark, or other proprietary rights notices on the Services.

Feedback: If you choose to provide suggestions, ideas, enhancement requests, or other feedback to LookDesk (collectively, “Feedback”), you hereby grant LookDesk a royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, modify, and incorporate that Feedback into our products and services without any obligation to you. Feedback is completely voluntary, but we appreciate it and may act on it without restriction.

User Content License to Others: If you use features that allow you to share your Content or outputs with others (e.g., generating a report to share, or publishing an answer), then you grant to those parties whatever license is necessary for them to view or use that shared content. For example, if you generate an AI-based answer and share it with a colleague via a link, you allow that colleague to read and use that answer. You acknowledge that any such shared content can be forwarded or accessed by others at your discretion, so use sharing features carefully.

Third-Party Software: The Services may include or incorporate third-party software components that are open source or licensed by third parties. Each such component is owned by its respective creators. We will comply with any open-source license requirements; if required by such licenses, we will make the license text and source code available. Your use of those components as part of LookDesk is subject to these Terms, unless the open-source license grants you direct rights.

Third-Party Services: If you use any third-party services in connection with LookDesk (for example, a cloud storage integration or an AI service plugin), your relationship with that third party is governed by their terms. LookDesk is not responsible for third-party services or their content, and we make no warranty or guarantee about them. Use of third-party integrations is at your option and risk.

9. Term, Suspension and Termination

Term: These Terms are effective from the moment you accept them (or first use the Services) and continue in effect until terminated as described here. If you have a subscription, the subscription term will be as specified for your plan (e.g., month-to-month or annual) and will automatically renew for successive terms unless canceled in accordance with these Terms. For example, a monthly plan will renew each month, and an annual plan will renew yearly, unless you cancel.

Cancellation by You: You may terminate your subscription at the end of the current term by providing notice to LookDesk (through the account settings or contact us) before the renewal date. In general, we request that you cancel at least a certain number of days before renewal to ensure charges are not processed (for annual plans, 15 days notice is appreciated, for monthly, at least 5 days). If you cancel, your account will remain active until the end of the period you paid for, and then it will not renew. If you wish to terminate immediately and delete your account, you may do so, but (as noted above) no refund will be provided for the remaining period.

Termination or Suspension by LookDesk: We may suspend or terminate your access to the Services (or terminate these Terms with you) for cause if: (a) you are in material breach of these Terms and fail to cure that breach within 30 days after we have provided you written notice of it; or (b) if you cease operations, become insolvent, or become subject to any bankruptcy or insolvency proceeding (and in the case of an involuntary proceeding, not dismissed within 30 days). However, we reserve the right to immediately suspend or terminate your account, without notice, if in our good faith judgment you have violated Section 3 (Acceptable Use) or engaged in illegal or abusive behavior that necessitates urgent action. Using the Service in a manner that causes legal liability to us or disrupts others’ use will be considered such a violation.

In addition, we may suspend the Services or your account without liability if required to do so by law or if continuing to provide the Services would violate the law (for example, if authorities determine your use is unlawful or if export control restrictions change regarding your country).

Effect of Termination: Upon termination of your account or subscription for any reason, your right to access or use the Services will immediately cease (or in the case of non-renewal, on the date of expiration). We recommend you export your data before you lose access. After termination, we will retain your Content for a limited time (typically 30 days, though it may be less) to allow you to request an export of your data. After such time, we will commence deletion of your Content from our active systems, except as otherwise required to be retained for legal or compliance reasons. We may retain backups for a limited additional period as part of our routine archival processes, but those will be overwritten per our data retention policy. We are not obligated to retain your data after the retention period.

If your account was terminated by us due to your breach, we may deny re-registration or future use of the Services by you (or the business you represent).

Refunds on Termination: If these Terms or your subscription are terminated by you for cause due to our material breach (and we failed to cure within the 30-day notice period), then we will refund any prepaid fees covering the unused portion of your subscription term after the termination date. If these Terms are terminated by us for cause due to your breach, or if you terminate without cause (or simply cancel mid-term), then you are not entitled to any refund for the remaining period, and any unpaid fees for the current term will become immediately due and payable. For example, if you had an annual plan and we terminate in month 6 for your breach, you will not get a refund for months 7-12 and you must pay any unpaid amounts through month 12. If we terminate in month 6 due to our own breach, we would refund you for months 7-12.

Surviving Provisions: Any provisions of these Terms that by their nature should survive termination (such as indemnities, liability limitations, intellectual property terms, and dispute resolution) shall survive the expiration or termination of these Terms.

10. Warranties and Disclaimers

User Representations and Warranties: You represent and warrant that you have the legal right and authority to enter into these Terms and, if applicable, to bind your organization. You further warrant that you will use the Services in accordance with these Terms and all applicable laws. If you provide any Content, you represent and warrant that you have all necessary rights to do so, as stated in Section 5.

DISCLAIMER OF WARRANTIES: Except as expressly provided herein, the Services are provided “as is” and “as available”. To the fullest extent permitted by law, LookDesk makes no other warranties of any kind, whether express, implied, or statutory, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not guarantee that the Services will meet your requirements, achieve any intended results, be compatible with all systems, be uninterrupted, secure, or error-free. We do not warrant that data or content will be completely secure or not lost or damaged.

No advice or information, whether oral or written, obtained from LookDesk or through the Services, will create any warranty not expressly stated herein. You assume all responsibility for the selection of the Services to achieve your intended results and for the use and results of the Services. Use of the Service is at your own risk.

Beta Features: Occasionally, LookDesk may offer access to beta or experimental features (which we would designate as such). Beta features are provided on an as-is, trial basis for evaluation, and may not be as reliable or fully supported. We reserve the right to modify or discontinue beta features at any time. Your feedback on beta features is welcome but without any obligation or warranty on our part.

Consumer Law: In certain jurisdictions, you may have statutory rights as a consumer that cannot be disclaimed. Nothing in these Terms is intended to limit or override any non-waivable rights that you may have under law. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, our warranties are limited to the minimum extent permitted by applicable law.

11. Limitation of Liability

Indirect Damages: To the maximum extent permitted by law, in no event will either party (or its affiliates, officers, employees, or agents) be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever, or for any loss of profits, revenues, business interruption, goodwill, use, data, or intangible losses, arising out of or related to the Services or these Terms. This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, etc.), even if a party has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

Direct Damages Cap: LookDesk’s total cumulative liability to you arising out of or related to these Terms or the Services (whether in contract, tort or otherwise) will not exceed the amount of fees you have paid to LookDesk in the 3 months immediately prior to the event giving rise to the claim.** If you are on a free plan or trial and have paid no fees, LookDesk’s total liability will not exceed US $100 (or the minimum amount allowable under applicable law). This limitation is an agreed allocation of risk. LookDesk has set its fees in reliance on the enforcement of these limitations of liability.

Exceptions: The above limitations of liability do not apply to liability arising from: (i) death or personal injury caused by a party’s gross negligence or willful misconduct; (ii) a party’s fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by law. Additionally, any indemnification obligations (Section 12) are separate from and not capped by the damages cap.

Jurisdictional Provisions: Some jurisdictions do not allow the exclusion or limitation of certain damages. If you reside in a jurisdiction where applicable law prohibits the exclusion of certain damages or the cap of liability, then the relevant exclusions and caps will not apply to you to the extent prohibited. In such cases, LookDesk’s liability will be limited to the maximum extent permitted by law.

Multiple Claims: All claims and causes of action arising out of or related to the Services or these Terms shall be aggregated in determining the above limitation, and the existence of multiple claims or suits will not enlarge that limit.

Release: To the extent legally permissible, you release LookDesk and its affiliates from any and all liability or obligations not expressly stated in these Terms.

12. Indemnification

Your Indemnity to LookDesk: You agree to indemnify, defend, and hold harmless LookDesk and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your Content or your use of the Services in violation of these Terms, including any allegation that your Content infringes a third party’s rights or that you have otherwise violated law; (b) your breach of these Terms or violation of any applicable law or regulation; or (c) your gross negligence or willful misconduct. This indemnification obligation will survive termination of your Account or these Terms.

LookDesk’s Indemnity to You: LookDesk agrees to defend you (and your officers, directors, and employees) against any third-party claim to the extent alleging that the LookDesk Services, as provided and used in accordance with these Terms, directly infringe a valid patent, copyright, or trademark of that third party, and to indemnify you against any damages finally awarded or settlements approved by LookDesk in connection with such claim. If such an IP infringement claim arises, LookDesk may, at its option: (i) obtain the right for you to continue using the Service; (ii) modify or replace the Service so that it is non-infringing; or (iii) if neither (i) nor (ii) is commercially feasible, terminate your use of the Service and refund any prepaid fees for the remaining term. LookDesk will have no liability under this section for claims arising from: (x) your Content or other materials provided by you; (y) your use of the Service in violation of these Terms or applicable law; or (z) modification of the Service by anyone other than LookDesk. This section states LookDesk’s entire liability and your exclusive remedy for any intellectual property infringement by the Services.

Indemnification Procedure: The indemnified party (whether you or LookDesk) shall: (a) promptly notify the indemnifying party of the claim (however, failure to promptly notify only relieves the indemnifier of its responsibility to the extent it was prejudiced by the delay); (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement that imposes non-monetary obligations or admission of liability on the indemnified party will require that party’s prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense.

If your account is terminated (by you or by us), we may permanently delete your User Content from our systems, including any data stored for your account. It is your responsibility to export any data you need before terminating the account. We are not liable to you or any third party for termination of your access or deletion of your content, provided that we have complied with any data retention obligations stated in our Privacy Policy or under law.

13. Modifications to the Service and Terms

Service Modifications: LookDesk is constantly improving, so we may add, change, or remove features or functionalities of the Services over time. We reserve the right to modify or discontinue (temporarily or permanently) the Services or any part thereof with or without notice. For any material change that significantly reduces core functionality or capacity of the Services, we will give a 30-day advance notice when feasible. We will not materially decrease the overall functionality of a Service during a paid subscription term without your consent or providing an option to terminate with a prorated refund. Upgrades or updates that improve or modify the Services (such as security updates, new features) may be automatically applied.

Terms Updates: We may need to update these Terms from time to time (for example, to reflect changes in the law or the Services). If we make a material change to the Terms, we will notify you by posting the updated Terms on our website and/or via email, and by updating the “Effective Date” at the top. We will endeavor to give advance notice of major changes when possible. Your continued use of the Services after updated Terms take effect constitutes your acceptance of the changes. If you do not agree to the revised Terms, you should stop using the Services before the changes take effect and may terminate your account.

Tariff/Plan Changes: Changes to pricing or plans are handled as described in Section 4. We will not change your pricing mid-term except as stated.

Policy Changes: In addition to these Terms, certain policies (Privacy Policy, Cookie Policy, Acceptable Use Policy, etc.) may apply to specific aspects of the Services. Those policies may be updated similarly, and we will notify or obtain consent as required by law (for instance, significant privacy policy changes).

14. Miscellaneous

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law principles. However, if you are a consumer residing outside the European Union, you may have additional rights under the mandatory consumer protection laws of your country of residence, which will remain applicable. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Dispute Resolution and Forum: In the event of any dispute or claim arising out of or relating to these Terms or the Services, we encourage you to contact us first to seek an amicable resolution. If we cannot resolve the dispute informally, then, except where prohibited by applicable law, the dispute shall be subject to the exclusive jurisdiction of the courts of Estonia. You and LookDesk consent to venue and personal jurisdiction in Tallinn, Estonia. Notwithstanding the foregoing, LookDesk may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent any actual or threatened misuse or infringement of its intellectual property or confidential information.

Class Action Waiver: To the extent permitted by law, you and LookDesk agree that any claims against each other will be brought only in an individual capacity, and not on behalf of any class or collective action. You waive any right to participate in a class action against LookDesk.

Force Majeure: Neither party will be liable for any delay or failure in performance (excluding payment obligations) due to circumstances beyond its reasonable control – such as acts of God, war, terrorism, natural disasters, pandemic, labor strikes, internet or power outages, governmental action, or the like (each a “Force Majeure Event”). The affected party shall give notice to the other and make reasonable efforts to resume performance as soon as possible.

No Waiver: A party’s failure to enforce any provision of these Terms is not a waiver of its right to do so later. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will, in good faith, negotiate a valid and enforceable provision replacing the invalid one, reflecting the original intent as closely as possible.

Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without LookDesk’s prior written consent. Any attempted assignment in violation of this clause is void. LookDesk may freely assign or transfer these Terms (for example, to an affiliate or in connection with a merger, acquisition, or sale of assets). These Terms are binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

Entire Agreement: These Terms (together with any Order Form, DPA, Privacy Policy, and other referenced documents) constitute the entire agreement between you and LookDesk regarding the Services and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set out in these Terms. In the event of a conflict between these Terms and any Order Form or addendum executed between you and LookDesk, the terms of the Order Form or addendum shall prevail to the extent of the conflict.

No Third-Party Beneficiaries: These Terms are for the benefit of you and LookDesk, and not intended to confer any rights on anyone else. No person or entity not a party to these Terms shall be a third-party beneficiary, except as expressly provided (for example, indemnified parties under Section 12).

Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us. Neither party has the authority to bind the other.

Notices: Official notices under these Terms shall be in writing and given: (a) by LookDesk to the email or physical address associated with your account (or by posting within the Service for general notices), or (b) by you to [LookDesk’s official contact address/email]. Notices shall be deemed given: (i) if by email, when the email is sent (except if the sender is notified that the email address is invalid or the message was not delivered); (ii) if by physical mail, when delivered by courier or registered mail; (iii) if by posting in-app, on the first login after posting or earlier acknowledgment by you. It is your responsibility to keep your contact information current. For communications regarding day-to-day service issues (including support requests), you may contact us via our support channels, which do not have to meet the formal notice requirements.

Contact Information: If you have any questions or concerns about these Terms or the Services, you can contact us at:
LLC LookDesk (ТОВ ЛукДеск) — Email: support@lookdesk.com — Mailing Address: Harmatna St, 38A, ap 272, Kyiv, 03067, Ukraine  — Attn: Legal Department.

By using the Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them. Thank you for choosing LookDesk to power your AI productivity and document management needs!