Terms of Service

These Terms of Service (the “Terms”) are an agreement between Rummlabs LLC, a New York limited liability company (“Rummlabs”, “we”, “us”), and you. They cover RummDesk: the website at rummdesk.com, the staff workspace, the client portal, the installable app, and the RummDesk connector for AI assistants (together, the “Service”).

In these Terms:

• “Customer” means a business or organization that uses the Service to work with its own clients.
• “Team Member” means a person the Customer gives a staff account, such as an owner, admin or employee.
• “Client” means a person a Customer invites to its client portal, or who sends an inquiry through it.
• “Customer Data” means information put into the Service by or for a Customer, including by its Team Members and Clients.

If you accept these Terms for a business, you confirm that you have authority to bind it, and “you” includes that business. A separate written agreement signed by Rummlabs and a Customer controls where it conflicts with these Terms.

If you are a Client, your relationship with the business that invited you is between you and that business. These Terms govern your use of the Service itself. Sections 2, 4 through 9, and 18 through 24 apply to you.

You must be at least 18 years old to use the Service. By creating an account, accepting an invitation, or using the Service, you agree to these Terms.

Give accurate information when you create an account and keep it up to date. Each account is for one person. Do not share your password or let anyone else sign in as you.

You are responsible for what happens under your account. Tell us at support@rummdesk.com straight away if you think someone has used your account without permission.

Customers decide who on their team gets access and what role each person has. A Customer is responsible for removing access when a Team Member leaves, and for the actions of its Team Members.

The Customer owns its Customer Data. Rummlabs claims no ownership of it. The Customer gives Rummlabs a limited right to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, and as the law requires.

The Customer is responsible for its Customer Data. That includes:

• having the right to collect it and to put it into the Service;
• giving its Clients any notices, and getting any consents, that the law requires;
• the accuracy and lawfulness of what it uploads, sends or signs;
• keeping its own copies of anything it needs to keep.

When Rummlabs processes personal information as part of Customer Data, it does so on the Customer’s behalf under the Data Processing Agreement, which forms part of these Terms.

You agree not to:

• use the Service to break the law, or to infringe anyone’s rights, including privacy and intellectual property rights;
• upload malware, or anything you do not have the right to share;
• send spam or unsolicited messages through the Service;
• try to get into accounts, data or systems you are not authorized to reach, or test the Service for vulnerabilities without our written permission;
• interfere with the Service, overload it, or get around its usage limits or security controls;
• copy, reverse engineer or resell the Service, or use it to build a competing product;
• use automated means to access the Service, other than the connectors and interfaces we provide, within their limits.

Do not use the Service to store or send health information that is protected under HIPAA. Rummlabs does not sign business associate agreements. Do not type full payment card numbers into documents, notes, forms or messages. Card payments go through Stripe’s checkout, which keeps card details away from RummDesk.

Only store government identification numbers, bank details or account passwords when your work needs them and you are allowed to hold them. Passwords that a Customer shares with a Client should go in the portal’s credentials section, which encrypts them, and not in notes or documents.

The Service lets Customers send documents to be signed electronically and records each signature with a certificate. The certificate shows who signed, when, how, and from which IP address and browser. By signing a document in the Service, you agree to do business electronically and intend your electronic signature to have the same effect as a handwritten one.

The Customer that sends a document decides whether an electronic signature is right for it. Some documents, such as wills, certain court papers and some notices, may need a handwritten signature, witnesses or a notary, depending on where you are. Rummlabs is not a party to any document signed through the Service and does not promise that a particular document will be enforceable.

The Service includes starter templates and tools that fill in and produce documents, invoices and exports. Templates are a starting point and are not legal, tax or financial advice. The Customer is responsible for the content of every document it creates, sends or asks someone to sign, and should have important documents reviewed by its own advisers.

A Customer can ask its Clients to pay online. Those payments are processed by Stripe, Inc. under Stripe’s own terms, which the Customer accepts when it connects a Stripe account. The Customer is the seller in every such transaction. Rummlabs is not a party to it, does not hold the money, and is not responsible for refunds, chargebacks, disputes or taxes on those payments.

If you are a Client with a question about a charge, contact the business that billed you.

Team Members can connect an AI assistant they use, such as Claude (Anthropic) or Codex (OpenAI), to RummDesk. The assistant can then read, and where allowed change, what that Team Member can reach. The assistant runs under the Team Member’s own account with its provider, and the provider handles what it receives under its own terms. That provider is not a subprocessor of Rummlabs.

A Customer that lets its Team Members connect AI assistants is responsible for that choice. That includes choosing plans whose terms suit its Clients’ data (for example, plans that do not use your content to train models), telling its Clients where the law requires it, and checking what an assistant says or does before relying on it. AI output can be wrong. Connections can be removed at any time from the AI page in the workspace.

The Service works with other services, for example importing a Trello board or sending email. Your use of a third-party service is governed by that service’s terms. Rummlabs is not responsible for third-party services and may stop supporting one if it changes or ends.

If a Customer pays for the Service, the fees, billing period and payment terms are the ones in its order, invoice or written agreement with Rummlabs. Fees do not include taxes, which the Customer pays other than taxes on Rummlabs’ income. If fees are more than 30 days overdue, Rummlabs may suspend the Customer’s access after giving notice. Fees already paid are not refundable except where the law or the written agreement says otherwise.

We change and improve the Service over time. Some features may be labeled as early access or beta. Those are offered as they are, may change or be withdrawn, and may not be as reliable as the rest of the Service. If we remove a feature a Customer depends on, we will give reasonable notice where we can.

Rummlabs and its licensors own the Service, including its software, design and the RummDesk name and logo. These Terms give you the right to use the Service as described here. They do not transfer any ownership to you.

If you send us ideas or suggestions, we may use them without owing you anything.

Each party will keep the other’s non-public business information confidential and use it only for the purposes of these Terms, with at least reasonable care. This does not cover information that is public through no fault of the receiving party, that it already had or developed on its own, or that it must disclose by law. A party required to disclose will give the other notice first where the law allows.

Our Privacy Policy explains how Rummlabs handles personal information for its own purposes, such as staff accounts and security records. Inside a client portal, the business that runs it decides how Client information is used, and its privacy notice, shown in the portal, explains that.

We may suspend an account or part of the Service straight away if we reasonably believe it is needed to protect the Service, other users or the public, to stop a breach of these Terms, or to comply with the law. Where we can, we will tell the affected Customer first and restore access once the problem is fixed.

A Customer can stop using the Service at any time by telling us at support@rummdesk.com. We can end these Terms for a Customer with 30 days’ notice, or straight away if the Customer materially breaches them and does not fix the breach within 15 days of notice.

For 30 days after the end, a Customer can ask us for a copy of its Customer Data. After that we delete Customer Data within 90 days, except for records we must keep by law. Backup copies are overwritten on their normal schedule.

Sections 3, 7, 8, 13, 14 and 17 through 24 continue after these Terms end, along with anything else that by its nature should.

The Service is provided “as is” and “as available”. To the fullest extent the law allows, Rummlabs disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. Rummlabs does not promise that the Service will be uninterrupted, error free or secure against every threat, or that data will never be lost.

Some places do not allow certain warranties to be excluded, so some of this may not apply to you.

To the fullest extent the law allows, Rummlabs will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if told they were possible.

To the fullest extent the law allows, Rummlabs’ total liability for all claims relating to the Service or these Terms is limited to the greater of (a) the fees the Customer paid Rummlabs in the 12 months before the event that gave rise to the claim, and (b) one hundred US dollars (US$100).

These limits apply whatever the legal theory, and even if a remedy fails of its essential purpose. They do not limit liability for gross negligence, willful misconduct, or anything else that cannot be limited by law.

A Customer will defend Rummlabs and its members, employees and agents against any third-party claim arising from the Customer’s Customer Data, its or its Team Members’ use of the Service, its dealings with its Clients (including documents, signatures and payments), or its breach of these Terms or the law, and will pay the resulting damages, settlements and reasonable legal fees. Rummlabs will give prompt notice of the claim, let the Customer control the defense, and cooperate at the Customer’s cost. The Customer may not settle a claim in a way that admits fault for Rummlabs without its consent.

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute relating to the Service or these Terms, and each party agrees to their jurisdiction. Either party may still seek urgent relief to protect its intellectual property or confidential information in any court with jurisdiction.

Before going to court, the parties will try in good faith to settle the dispute for 30 days after one of them describes it in writing to the other.

Each party waives its right to a jury trial in any dispute relating to the Service or these Terms. Any claim must be brought within one year after it arose, or it is permanently barred, unless the law requires a longer period.

We may update these Terms. We will post the new version here with a new date. If a change materially reduces your rights, we will tell Customers by email or in the Service at least 30 days before it takes effect, unless it is needed sooner to meet a legal requirement or to address a security risk. If you keep using the Service after a change takes effect, the new Terms apply. If you do not agree, stop using the Service before then.

These Terms, together with the Data Processing Agreement and any written agreement or order between Rummlabs and the Customer, are the whole agreement about the Service. If any part is found unenforceable, the rest stays in effect and that part is enforced as far as the law allows. Not enforcing a part of these Terms is not a waiver of it.

You may not transfer these Terms without our written consent. Rummlabs may transfer them to a company that takes over its business or the Service. Neither party is responsible for delays caused by events beyond its reasonable control, such as outages of hosting providers, natural disasters or government action.

The parties are independent contractors. Nothing in these Terms creates a partnership, employment or agency relationship, and no one else has rights under them. Notices to Rummlabs go to support@rummdesk.com. Notices to a Customer go to the email address of its account owner.

You agree to follow US export control and sanctions laws when you use the Service.

Questions about these Terms, or notices under them, go to support@rummdesk.com.