Terms of Service

These Terms of Service ("Terms") are a binding agreement between you (the business, individual, or entity using the service, "you" or "Customer") and Greenwich Capital Resources, LLC, a Delaware limited liability company ("Greenwich Capital Resources," "GCR," "we," "us," or "our"), the operator of HeizerDesk (the "Service").

By creating an account, clicking to accept, entering a payment method, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.

HeizerDesk provides an AI-assisted front-office and communications platform, which may include automated voice answering, call handling and triage, scheduling and booking, messaging, follow-up, and related dashboards and tools. The Service relies on evolving, state-of-the-art artificial intelligence and on third-party providers, and its features, capabilities, and underlying models may change, improve, or be discontinued over time.

The Service is provided on a reasonable best-effort basis. It is a productivity and assistance tool, not a professional, legal, medical, financial, emergency, or human-guaranteed service, and it is not a substitute for your own judgment, staffing, or compliance obligations.

You must be at least 18 years old and capable of forming a binding contract to use the Service. You are responsible for the accuracy of the information you provide, for maintaining the confidentiality of your login credentials, and for all activity that occurs under your account. Notify us promptly of any unauthorized use. We may suspend, restrict, or terminate accounts at our discretion, including for suspected violation of these Terms.

The Service is offered on flat monthly or annual subscription plans. By subscribing, you authorize us and our payment processor to charge your payment method on a recurring basis until you cancel. Fees are billed in advance, and except where required by law, all fees are non-refundable and are not prorated on cancellation.

You may cancel at any time; cancellation stops future renewals and takes effect at the end of the current billing period. We may change plans, features, and pricing prospectively; continued use after a change takes effect constitutes acceptance. Promotional or complimentary access, where offered, is granted at our sole discretion and may be modified or withdrawn at any time.

Payment processing is handled by third-party processors (for example, Stripe). Your use of payment services is subject to their terms, and we are not responsible for their acts or omissions.

You are solely responsible for how you configure and use the Service and for compliance with all laws that apply to your business and communications. In particular, you agree that:

• You will comply with all applicable laws governing calls, recordings, text messages, and marketing — including the Telephone Consumer Protection Act (TCPA), state two-party and all-party consent recording laws, CAN-SPAM, and similar rules — and you are responsible for obtaining any consents required for calls, recordings, and messages handled through the Service.
• You will provide accurate business information and will not use the Service for unlawful, fraudulent, harassing, or abusive purposes, or to transmit unlawful, infringing, or harmful content.
• You will not misuse, reverse engineer, resell, or attempt to disrupt or gain unauthorized access to the Service, its infrastructure, or the third-party systems it relies on.
• You are responsible for the outcomes of automated interactions you enable, including bookings, messages, transfers, and information conveyed to your callers or customers.

You will defend, indemnify, and hold GCR harmless (as described in Section 11) for any consequences arising from your use of, or configuration of, the Service.

The Service uses artificial intelligence to generate responses, take actions, and communicate on your behalf. AI systems can make mistakes, produce inaccurate, incomplete, or unexpected output, misunderstand callers, and act in ways that are difficult to predict. You acknowledge these limitations and agree that you are responsible for reviewing and supervising the Service's output and for putting appropriate human oversight and fallbacks in place for anything important, time-sensitive, or safety-related.

The Service is not designed for emergencies. It must not be relied on to place, receive, or route 911 or other emergency communications, and it may not function during outages of the underlying carriers, models, or networks.

The Service is built on and depends on third-party providers and infrastructure that we do not own or control — including, without limitation, telecommunications carriers, voice and AI model providers, hosting and cloud platforms, calendar, email, and messaging providers, and payment processors (collectively, the "Third-Party Services" or "stack"). Automated agents, models, and vendors within that stack operate outside of our control.

We are not responsible or liable for the acts, omissions, availability, accuracy, security, pricing, or performance of any Third-Party Service, or for any interruption, delay, error, data loss, or outcome caused by them. Your use of Third-Party Services may be subject to their separate terms, and you are responsible for complying with them. We may add, change, or replace Third-Party Services at any time.

We aim to keep the Service available and performing well, and we will use commercially reasonable best efforts to do so. However, the Service is provided on an "as is" and "as available" basis. We do not guarantee that the Service will be uninterrupted, timely, secure, error-free, or that any call will be answered, any message delivered, any booking made, or any result achieved.

Many factors that affect the Service are outside our control, including Third-Party Services, network and carrier conditions, AI model behavior, your own configuration and equipment, and events described in Section 16 (Force Majeure). Best effort is our standard, and it is the standard against which our performance is to be measured.

To the fullest extent permitted by law, GCR and its owners, members, managers, affiliates, employees, contractors, and suppliers (the "GCR Parties") disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising from course of dealing or usage of trade.

No advice or information, whether oral or written, obtained from the Service or from any GCR Party creates any warranty not expressly stated in these Terms.

To the fullest extent permitted by law, in no event will the GCR Parties be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or customers, or for any missed, dropped, delayed, or mishandled calls, messages, bookings, or opportunities, arising out of or relating to the Service or these Terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not the GCR Parties have been advised of the possibility of such damages.

The parties agree that the actual damages that would arise from any claim relating to the Service are uncertain and difficult to determine in advance, and that the following is a fair and reasonable estimate of those damages agreed as liquidated damages, and not a penalty. To the fullest extent permitted by law, the total aggregate liability of the GCR Parties for any and all claims arising out of or relating to the Service or these Terms — whether based in contract, tort, or any other theory — is liquidated at, and will not exceed, an amount equal to one (1) month of the subscription fee for the plan the Customer is on (that is, a single monthly billing-cycle fee for the Customer's tier, or, for annual plans, one-twelfth of the annual fee). This liquidated amount is the Customer's sole and exclusive remedy, regardless of the number or nature of claims.

These limitations are a fundamental basis of the bargain between you and us and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, in which case the above applies to the maximum extent permitted.

You agree to defend, indemnify, and hold harmless the GCR Parties from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, penalties, fines, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or configuration of the Service; (b) your content, data, or communications; (c) your violation of these Terms or of any law or third-party right, including any TCPA, consent, recording, privacy, or marketing law; (d) any interaction, message, call, recording, or booking handled by the Service on your behalf; and (e) your use of any Third-Party Service.

We may, at our option, assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

The Service, including all software, models, prompts, configurations, designs, text, and trademarks, is owned by GCR or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during your subscription solely for your internal business purposes. You retain ownership of the business data and content you provide, and you grant us a license to use it as needed to operate, maintain, secure, and improve the Service.

We may suspend or terminate your access to the Service at any time, with or without notice, including for non-payment, suspected misuse, legal or security reasons, or discontinuation of the Service. You may stop using the Service at any time. Upon termination, your license ends and the provisions of these Terms that by their nature should survive — including Sections 9 through 11, 14, 15, and 16 — will survive.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to Section 15, you and GCR agree that the exclusive venue and jurisdiction for any dispute that proceeds in court will be the state and federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of those courts and waives any objection to venue there.

Except for claims that qualify for small-claims court or seek injunctive relief for intellectual-property misuse, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered under the rules of a recognized arbitration provider, seated in Delaware. You and GCR waive any right to a jury trial.

Disputes will be resolved only on an individual basis. You and GCR agree that neither will bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate more than one person's claims. Any claim must be brought within one (1) year after it arises, or it is permanently barred to the extent allowed by law.

The GCR Parties will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, power or internet failures, and failures, outages, changes, or discontinuations of Third-Party Services, carriers, AI models, or networks.

These Terms, together with any policies referenced here (including our Privacy Policy), are the entire agreement between you and GCR regarding the Service and supersede any prior agreements. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them freely, including in connection with a merger, acquisition, or sale of assets. We may update these Terms from time to time, and changes are effective when posted with an updated date; your continued use of the Service constitutes acceptance.

Questions about these Terms may be sent to hello@heizerdesk.com. HeizerDesk is operated by Greenwich Capital Resources, LLC, a Delaware limited liability company.