Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and the entity you represent (“Customer,” “you,” or “your”) and WickScout Finance LLC, a Pennsylvania limited liability company doing business as “Reply Desk” (“Reply Desk,” “we,” “us,” or “our”). They govern your access to and use of the Reply Desk web application, related APIs, and any associated services (collectively, the “Service”), available at desk.replyline.io.

By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Service.

1. The Service

Reply Desk is a business-to-business software platform that turns inbound requests into tickets and helps trades, IT and help-desk teams, universities, and other businesses operate. Depending on your plan, the Service may include:

• Ticket creation, triage, assignment, and status tracking;
• Scheduling and dispatch of technicians or staff;
• Job documentation, including photos, signatures, and checklists;
• A self-service intake portal and email-to-ticket capture;
• SMS and email notifications (for example, status updates, “on my way,” and appointment reminders);
• Optional invoicing and payment collection via Stripe Connect;
• Calendar synchronization with Google Workspace or Microsoft, when you connect it;
• Single sign-on (Google Workspace / SAML) and reporting.

We may add, change, or remove features over time. We provide the Service on a software-as-a-service basis; we do not provide field labor, technician services, or professional advice.

2. Accounts & Eligibility

To use the Service you must be at least 18 years old and capable of forming a binding contract. The Service is intended for business use only and not for personal, family, or household purposes.

• Accurate information. You must provide accurate, current, and complete account information and keep it up to date.
• Credential security. You are responsible for safeguarding your login credentials and for all activity under your account. You must notify us promptly at wickscoutio@gmail.com of any unauthorized use or suspected breach.
• Authorized users. You are responsible for your team members, agents, and anyone who accesses the Service through your account, and for their compliance with these Terms.

Authentication is provided through Clerk; account creation and sign-in are subject to Clerk's terms in addition to these Terms.

3. Acceptable Use

You may use the Service only for lawful business purposes and in compliance with these Terms. You agree not to:

• send spam, unsolicited messages, or harassing, abusive, or deceptive communications;
• upload, store, or transmit illegal, infringing, defamatory, or harmful content;
• use the Service to violate the rights or privacy of any person;
• probe, scan, or test the vulnerability of the Service, or breach its security or access controls;
• reverse engineer, decompile, or attempt to derive source code, except as permitted by law;
• resell, sublicense, or provide the Service to third parties except your own end customers as intended;
• interfere with or disrupt the integrity or performance of the Service, or impose unreasonable load;
• use automated means to access the Service except through documented APIs and within applicable limits.

3.1 Communications & Consent

The Service can send SMS and email on your behalf to recipients you designate. You are solely responsible for those communications. You represent and warrant that you have obtained, and will maintain, all consents, permissions, and opt-ins required to contact and message your customers and other recipients, and that your use of the Service complies with all applicable laws, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and all applicable recording, wiretap, and privacy laws. You are responsible for honoring opt-out and unsubscribe requests. We may suspend messaging features if we reasonably believe your use violates this Section or any carrier or provider policy.

4. Customer Data & Your Responsibilities

“Customer Data” means the content, records, and personal data you and your users submit to or generate in the Service, including tickets, customer and contact records, photos, signatures, and messages. As between the parties, you own and are responsible for your Customer Data. You grant us a worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Service.

With respect to personal data, you are the controller and Reply Desk is a processor: your end customers' personal data is placed into the Service by you, and we process it on your behalf and only on your documented instructions. Our processing is governed by our Data Processing Addendum and described in our Privacy Policy, which are incorporated into these Terms. You represent that you have all rights, consents, and lawful bases necessary to provide Customer Data to us and to have it processed as contemplated by the Service.

5. Fees, Plans & Billing

The Service is offered through a free tier and one or more paid subscription tiers. Paid plans are billed in advance on a monthly or annual basis, as selected at sign-up or in your account settings.

• Auto-renewal. Paid subscriptions automatically renew for successive periods of the same length unless you cancel before the end of the then-current period.
• Cancellation. You may cancel at any time through your account settings; cancellation takes effect at the end of the current billing period, and you retain access until then.
• No partial refunds. Fees are non-refundable, and we do not provide refunds or credits for partial periods, unused features, or downgrades, except where required by applicable law.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes on our net income.
• Price changes. We may change plan pricing or features; changes apply to your next renewal, and we will give reasonable notice.
• Non-payment. If a charge fails or an account becomes past due, we may suspend or downgrade the Service after notice until amounts are paid.

6. Payments & Stripe Connect

If you enable invoicing and payment collection, payments are processed through Stripe Connect. You are the merchant of record for transactions with your own customers. Reply Desk is not a party to those transactions, does not act as a money transmitter, and does not take possession of funds; we provide software that connects you to Stripe.

Your use of Stripe is governed by Stripe's Connected Account Agreement and other Stripe terms, which you must accept directly with Stripe. You are responsible for your tax, refund, chargeback, and dispute obligations to your customers. We never store full payment card numbers; card data is handled by Stripe.

7. Intellectual Property

We and our licensors own all right, title, and interest in and to the Service, including all software, designs, text, and trademarks, and all related intellectual property rights. Except for the limited right to use the Service under these Terms, no rights are granted to you.

You retain all rights in your Customer Data and content. If you choose to give us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you.

8. Third-Party Services

The Service integrates with third-party providers that operate under their own terms and privacy policies. We are not responsible for third-party services, and your use of them is at your own risk. These include:

A current list of sub-processors that process personal data on your behalf is maintained in our Data Processing Addendum.

9. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”), including the Service's non-public features and your Customer Data. The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without obligation, or is independently developed. A party may disclose Confidential Information if required by law, giving reasonable notice where permitted.

10. Warranties & Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY MESSAGE WILL BE DELIVERED. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICE AND FOR ANY DECISIONS MADE BASED ON IT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN.

12. Indemnification

You will defend, indemnify, and hold harmless Reply Desk and its affiliates, officers, and employees from and against any claims, damages, liabilities, and reasonable costs (including attorneys' fees) arising out of or relating to: (a) your Customer Data; (b) your communications with your end customers and other recipients, including any alleged violation of the TCPA, CAN-SPAM, or recording or privacy laws; (c) your products, services, and transactions, including payments collected via Stripe; and (d) your breach of these Terms or violation of applicable law. We will promptly notify you of the claim, give you control of the defense, and cooperate at your expense; no settlement that imposes obligations on us may be made without our consent.

13. Term & Termination

These Terms remain in effect while you use the Service. Either party may terminate for convenience on notice; if you terminate, cancellation takes effect at the end of your current billing period. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within thirty (30) days of notice. We may suspend or terminate access immediately for non-payment, security risk, legal requirement, or violation of Section 3 (Acceptable Use).

Upon termination, your right to use the Service ends. For a period of thirty (30) days after termination, you may export your Customer Data through the Service's export tools. After that window, we may delete Customer Data in the ordinary course, subject to the Data Processing Addendum and any legal retention requirements. Sections that by their nature should survive (including Sections 4, 7, 9, 10, 11, 12, and 15) will survive termination.

14. Changes to the Service or Terms

We may modify the Service from time to time. We may also update these Terms; if we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new “Last updated” date or by notifying you in the Service. Changes take effect on the date stated, and your continued use of the Service after that date constitutes acceptance. If you do not agree, you must stop using the Service.

15. Governing Law & Venue

These Terms are governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Philadelphia, Pennsylvania, for any dispute not subject to other agreed resolution. Each party waives any objection to that venue.

16. General

These Terms, together with the Data Processing Addendum and Privacy Policy, are the entire agreement between the parties regarding the Service and supersede prior agreements on the subject. If any provision is held unenforceable, the rest remains 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 to an affiliate or in connection with a merger or sale. Nothing in these Terms creates a partnership, agency, or joint venture between the parties.

17. Contact

Questions about these Terms can be sent to wickscoutio@gmail.com.

Reply Desk is operated by WickScout Finance LLC, Philadelphia, Pennsylvania, USA.