Terms of Service

These Terms of Service (“Terms”) govern access to and use of DM DESK, including dm-desk.com, the DM DESK application, and any related service (together, the “Service”), operated by DM Desk LLC, a California limited liability company, doing business as DM DESK (“DM DESK,” “we,” “us”). By creating an account or using the Service, you agree to these Terms on behalf of yourself and, if applicable, the business you represent (“Customer,” “you”).

The Data Processing Addendum is part of these Terms, and section 5 holds the acceptable use terms and section 6 the AI output terms. An “End User” is a person who messages your business through the Service. “Protected Parties” means DM Desk LLC and its members, managers, officers, employees, contractors, agents, affiliates, licensors, suppliers, insurers, successors and assigns.

1. Eligibility

You must be at least 18 years old and have the authority to bind the business you are signing up on behalf of. You are responsible for ensuring anyone using the Service under your account complies with these Terms.

The Service is for business use only, by businesses located in the United States. It is not offered for personal, family or household purposes.

2. The Service

DM DESK uses AI to answer the messages your customers send you, based on information you provide. It drafts or sends replies, captures leads and booking requests, helps a customer build an order, and hands a conversation to a person when needed. The Service includes:

• Instagram DMs. DM DESK connects to your Instagram account through Meta's official APIs and answers the direct messages people send your business.
• Website chat. A chat widget for your website. It helps a visitor build an order or a request and hands it to your own checkout or booking system.
• Voice ordering. In the website chat a visitor can speak instead of typing. The recording is turned into text and answered like any other message.
• The DM DESK app for iPhone. Your inbox, alerts and settings on your phone, where the app is available.
• The Shopify app. For a Shopify store: the chat on your storefront, answers from your products and stock, and carts for your own checkout.
• Square Online cart handoff. On a Square Online store the chat can add the order to your store's own cart.
• Setup and support. To set up and support your account, DM DESK staff can view your dashboard and your conversations.

DM DESK does not process payments on a Customer's behalf and is not a party to any transaction between a Customer and its own customers.

Beta features. We may offer features marked beta, preview or early access. They are optional, they may change or end at any time, and they are provided as they are. Our total liability for a beta feature is limited to 50 U.S. dollars, as Section 13 says.

3. Accounts

• You must provide accurate information when creating an account and keep it up to date.
• You are responsible for safeguarding your login credentials and for all activity under your account.
• Notify us immediately at hello@dm-desk.com of any unauthorized use.

4. Subscriptions and billing

• Paid plans are billed in advance on a recurring basis through our payment processor. Applicable taxes may be added.
• If you subscribe through the Shopify App Store, Shopify bills you for your plan under its own terms, and you change or cancel the plan in Shopify.
• Each plan includes a set number of locations and channels, and some plans include a set number of conversations answered by the AI each calendar month, as shown on our pricing page and in your billing settings. Once a plan's monthly conversation limit is reached, the AI stops answering new conversations until the next calendar month, and they are handed off to you instead.
• Unlimited conversations are subject to fair use. Every plan has a monthly limit on AI usage that normal use does not reach. If a business reaches it, AI replies and AI features pause until the next month, customer messages wait in your Inbox, and we may contact you about your options.
• Subscriptions renew automatically until cancelled. You can cancel anytime from your billing settings; cancellation takes effect at the end of the current billing period.
• You can change plans from your billing settings. Any amount due for the new plan is charged on the day of the change, after a credit for unused time on your current plan. If that credit is larger than the amount due, the remainder stays on your account as a credit toward future payments and is not refunded to your card. The amount is shown before you confirm the change.
• Fees already paid are non-refundable except where required by law or where we state otherwise in writing.
• We may change pricing on a going-forward basis with reasonable notice before it applies to your next billing cycle.

5. Acceptable use and AI terms

What you may not do

You agree not to use the Service to:

• Violate any law, or Meta's Platform Terms, Instagram Community Guidelines, or Commerce Policies when using the Instagram integration.
• Send unsolicited bulk messages, spam, or messages an End User has not consented to receive.
• Upload or transmit content that is unlawful, deceptive, or infringes another party's rights.
• Attempt to reverse engineer, scrape, or interfere with the Service or its AI systems.
• Use the Service to make automated decisions that produce legal or similarly significant effects about a person without appropriate human review.
• Collect or store health records, payment card numbers, Social Security numbers or other government ID numbers through the Service. DM DESK is not a HIPAA business associate.
• Have the agent say it is a person, or hide or remove the line that tells a customer they are chatting with an AI assistant.

We may suspend or terminate accounts that violate this section, with or without notice, to protect the Service, other Customers, or End Users.

Your responsibilities to your customers

You are the business your customers are dealing with. You are responsible for:

1. telling your customers, in the chat and in your own privacy notice, that you use an AI assistant and that DM DESK processes conversations on your behalf;
2. obtaining any consent the law requires for chat, voice transcription and text messages;
3. leaving the AI disclosure in place and never instructing the agent to say it is a person;
4. the accuracy of everything you give the agent, including menus, prices, allergens, ingredients, hours, inventory, vehicle prices, estimates, permit and code statements and rental terms;
5. age checks for alcohol, tobacco, hookah and other age restricted products;
6. complying with fair housing, licensing and advertising laws in your industry; and
7. not instructing the agent to collect health, payment card, Social Security or government ID numbers.

How DM DESK handles your customers' information for you is set out in the Data Processing Addendum.

6. AI-generated content and AI output

DM DESK uses AI to draft or send messages based on information you provide. AI output can be inaccurate or inappropriate to a specific situation. If you enable fully automated sending, you are responsible for reviewing your business rules and knowledge base and for the content sent on your behalf. DM DESK is not liable for outcomes resulting from AI-generated messages sent under settings you configured or approved.

You will treat the agent as a tool under your supervision, and you are responsible for what it says on your behalf as if an employee said it. AI replies are not professional, legal, medical, financial or safety advice, and are not a binding offer, quote or contract unless you confirm them. If you enable the agent to discuss prices, availability or bookings, you accept the risk of AI errors in those replies and waive claims against the Protected Parties for losses caused by them.

7. Customer content and data

You retain ownership of the business content, branding, and data you provide to DM DESK. You grant us a limited license to host, process, and use that content solely to provide and improve the Service. You are responsible for having the right to provide any content you upload, including consent from End Users where required by law.

Your customers' information. How DM DESK handles personal information about your customers is set out in the Data Processing Addendum, which is part of these Terms. We handle it for you as your service provider.

Improving the Service. You direct DM DESK to use your customers' conversations, including messages received through Instagram, to find and fix problems in the Service and to improve it for all Customers. We may keep short pieces of conversation text as tests and examples for our software. Before we keep them, we remove names and contact details and mark them with where they came from, so they can be removed. They are kept with our source code and sent to our AI providers when our software runs. They are never given to another Customer and never used to train AI models.

Aggregated data. We may create aggregated or de-identified data from the use of the Service, such as the number of conversations answered, that cannot reasonably identify any person or business. We own that data, may use it to run, measure, improve and describe the Service, and will not try to re-identify it.

Feedback. If you send us ideas or suggestions about the Service, we may use them without restriction and without owing you anything.

8. Third-party platforms

The Service depends on continued access to Meta's Instagram APIs and other third-party providers. We are not responsible for outages, policy changes, or access restrictions imposed by Meta or any other third party, though we will make reasonable efforts to notify Customers of material disruptions.

9. Point of sale and online store integrations

If you connect a point of sale or online store such as Clover, Square, or Shopify, you authorize DM DESK to read your business profile, menu, and tax settings, to create checkouts for orders your customers build in chat, and to update the order type, title, and note on orders created through DM DESK. DM DESK does not change any other order in your system. You are responsible for the accuracy of your menu, prices, tax settings, and hours. Payments are processed by your provider under its own terms. DM DESK is not a party to the sale, and refunds are handled by you in your provider's system.

10. The DM DESK app and Apple

If you use the DM DESK app on an Apple device, these terms also apply. They are between you and DM DESK only, not Apple.

• Apple is not responsible for the app or its content, and has no duty to maintain or support it.
• You may use the app only on Apple devices that you own or control, as the App Store's usage rules allow.
• If the app fails to meet a warranty that applies, you may notify Apple and Apple will refund the purchase price, if any. Apple has no other warranty duty for the app.
• Apple is not responsible for any claim about the app or your use of it, including product liability claims, claims that the app fails to meet a legal requirement, and consumer protection or privacy claims. DM DESK, not Apple, handles any claim that the app infringes someone's intellectual property.
• You confirm that you are not located in a country under a U.S. Government embargo or named as a terrorist supporting country, and that you are not on any U.S. Government list of prohibited or restricted parties.
• Apple and its subsidiaries are a third party beneficiary of these Terms for the app. Once you accept them, Apple may enforce them against you.

11. Intellectual property

DM DESK and its underlying software, design, and branding are owned by us and protected by intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, or brand assets outside of using the Service as intended.

12. Disclaimer of warranties

The Service is provided “as is” and “as available,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the Service will be uninterrupted, error-free, or that AI output will be accurate. We do not promise the Service will produce any amount of sales, leads or bookings.

13. Limitation of liability

To the maximum extent permitted by law, the Protected Parties will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, however caused. The Protected Parties' total liability for all claims arising out of these Terms or the Service is limited to the greater of (a) the fees you paid DM DESK in the 12 months before the event giving rise to the claim, or (b) 100 U.S. dollars. For the Demo Tool, free trials and beta features, total liability is limited to 50 U.S. dollars. These limits apply to every theory of liability and even if a remedy fails of its essential purpose. They do not limit your payment or indemnification obligations.

14. Indemnification

You will defend, indemnify and hold harmless the Protected Parties from any claim, demand, fine, loss, liability, damage or expense (including reasonable attorneys' fees) arising from: your content and knowledge base; any message, quote, price, order or booking sent under settings you configured or approved; your products, services and business; your failure to give any notice or obtain any consent the law requires; your violation of these Terms, any law, or any platform's terms; and any dispute between you and an End User. DM DESK may assume control of the defense at its option. You may not settle any claim without our written consent.

15. Release

DM DESK is not a party to any transaction or communication between you and your customers. You release the Protected Parties from all claims arising from those transactions and communications. If you are a California business, you waive California Civil Code Section 1542, which says: “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.”

16. Termination

Either party may terminate at any time; Customer-initiated termination follows Section 4. Upon termination, your right to use the Service ends and we will handle your data as described in our Privacy Policy.

17. Dispute resolution, arbitration, and class action waiver

Most concerns can be resolved by emailing hello@dm-desk.com first, and both parties agree to try that before filing any formal proceeding.

For any dispute that is not resolved informally within 30 days, you and DM DESK agree that it will be settled by binding arbitration administered under the American Arbitration Association's commercial arbitration rules, on an individual basis only, before a single arbitrator, with the arbitration seated in California. Judgment on the award may be entered in any court of competent jurisdiction. This section does not stop either party from bringing an individual claim in small claims court, or from seeking injunctive relief for infringement or misuse of intellectual property.

• The Federal Arbitration Act governs this Section.
• The arbitrator decides all questions of arbitrability, except that a court decides whether the class waiver is enforceable.
• You and DM DESK waive the right to a jury trial.
• Claims must be filed within one year after the claim arises, or they are barred.
• If 25 or more similar demands are filed by the same or coordinated counsel, they are administered in batches under the AAA Mass Arbitration Supplementary Rules.

Class action waiver. You and DM DESK each agree to bring claims against the other only in an individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator has no authority to consolidate claims or preside over any class or representative proceeding. If the class waiver is found unenforceable for a claim, that claim proceeds in court, not arbitration.

Opting out. You may opt out of this arbitration section by emailing hello@dm-desk.com from the address on your account within 30 days of first agreeing to these Terms, stating that you opt out. If we change this Section, you have 30 days from accepting the change to opt out the same way. If you opt out, disputes will instead be resolved under Section 18 below, and only that section governs.

18. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Any court proceeding will be in the Superior Court of Santa Clara County or the U.S. District Court for the Northern District of California, San Jose Division, and both parties consent to that venue. That covers any dispute not subject to arbitration above, including one where you have opted out under Section 17.

19. Changes to these Terms

We tell the account owner about a material change by email, or ask the owner or a manager to accept it in the dashboard. A material change takes effect 30 days after that email, or for a business when its owner or a manager accepts it, whichever comes first. Until then, the version your business last accepted applies. If you continue to use the Service after a change takes effect, you accept the change. If you don't agree, you may cancel before it takes effect and receive a prorated refund of prepaid fees. The date at the top of this page is the date of the newest version.

20. Contact

Questions about these Terms: email hello@dm-desk.com.

Our mailing address: DM Desk LLC, 121 Bernal Road STE 80, San Jose, CA 95119.

21. Try It Now demo tool

DM DESK offers a free, public tool (currently at dm-desk.com/try) that lets a visitor enter any website and receive an automatically generated, non-binding preview of an AI assistant built from publicly available information on that site (“Demo Tool”). By using the Demo Tool, you agree to these Terms in that limited capacity, whether or not you create an account.

• The Demo Tool is provided for evaluation purposes only. It is not connected to any real order, payment, reservation, or account, and nothing generated through it is an offer, confirmation, or binding statement by DM DESK, by us on behalf of any business shown, or by the business itself.
• Output is AI generated from whatever is publicly readable on the entered website at the time of the request. It can be incomplete, outdated, or incorrect, and is not verified against the business's actual current pricing, inventory, hours, or policies.
• You may not use the Demo Tool to build a preview for a website you do not have the right to submit, or to harass, impersonate, or misrepresent any business.
• A preview built through the Demo Tool is temporary and may be removed at any time. Sections 12 (Disclaimer of warranties) and 13 (Limitation of liability) above apply in full to the Demo Tool and its output.

22. SMS Terms

If you opt in to text alerts from DM DESK, these terms apply to those texts. See also our SMS Terms page.

• Program name: DM Desk Account Alerts.
• Description: Alerts about new customer messages, order inquiries, reservation requests, and conversations needing a human reply. Texts go only to business owners and staff who add their mobile number in DM DESK and check the text alerts box. Consent is not a condition of purchase.
• Message frequency varies. Message and data rates may apply.
• Reply STOP to cancel at any time. Reply HELP for help, or email hello@dm-desk.com.
• Our replies, word for word:
  • STOP: “DM Desk: You're unsubscribed and will not receive more texts. Reply START to resubscribe.”
  • START: “DM Desk: You're resubscribed to account alerts. Msg frequency varies. Msg & data rates may apply. Reply HELP for help, STOP to opt out.”
  • HELP: “DM Desk: For help, email hello@dm-desk.com. Reply STOP to opt out.”
• Carriers are not liable for delayed or undelivered messages.
• How we handle your mobile number is described in our Privacy Policy.

23. General

• Survival. Sections 4 (as to fees owed), 6, 7, 10, 12, 13, 14, 15, 17, 18, and 23 survive any termination or expiration of these Terms.
• Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full effect.
• Third party beneficiaries. These Terms are for the benefit of you and DM DESK only, except that the Protected Parties are intended third party beneficiaries of the Limitation of Liability, Indemnification, AI Output and Release sections and may enforce them directly, and except as Section 10 says about Apple. No End User, customer, or other third party has any right to enforce them.
• Entire agreement. These Terms, together with the Data Processing Addendum, the Privacy Policy and any order form, are the entire agreement between you and DM DESK about the Service and replace any prior statements, proposals, or marketing materials.
• Notices. We send notices to the email address on your account, and may show them in the dashboard. You send legal notices to hello@dm-desk.com. You agree that notices sent by email meet any requirement that a notice be in writing.
• Export controls and sanctions. You will follow U.S. export control and sanctions laws in using the Service, and you confirm that you are not on any U.S. Government list of prohibited or restricted parties.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of Meta, hosting, or payment providers.
• Relationship. The parties are independent contractors.
• No waiver. A failure to enforce any provision is not a waiver of it.

DM DESK is operated by DM Desk LLC, a California limited liability company.