Zeldesk Enterprise Subscription Agreement (Terms and conditions)

By subscribing to the Zeldesk Enterprise services (the "Services") provided by Zeldesk and its affiliates (collectively, "Zeldesk ") in relation with Zeldesk Enterprise Edition (the "Software"), hosted on Zeldesk Cloud platforms (the "Cloud Platform"), you (the "Customer") are agreeing to be bound by the following terms and conditions (the "Agreement").

1. Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

2. Definitions

User

Any active user account with access to the Software in creation / edit mode. Deactivated user accounts and accounts used by external people who has limited access to the Software through the portal facilities (known as "portal Users") are not counted as Users.

Customer using the website who are Minor /under the age of 18 shall not register as the User of the website.

Bug

Is considered a Bug if any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration.

3. Access to the Software

The Customer can use the Software hosted on the Cloud Platform fully managed by Zeldesk can be accessed remotely by the Customer.

Zeldesk commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with its official Privacy Policy, published at https://www.zeldesk.com/policy/privacy.html.

Upon expiration or termination of this Agreement, this license is cancelled immediately and the Customer agrees to stop using the Zeldesk Enterprise Edition software and the Cloud Platform.

4. Delivery Policy

4.1 Software is on subscription basis and delivery is online

4.2 We will not trade with or provide any services to OFAC and sanctioned countries

5. Services

5.1 Bug Fixing Service

For the duration of this Agreement, Zeldesk commits to make all reasonable efforts to provide remedy to any Bug of the Software submitted by the Customer through the appropriate channel (typically, Zeldesk service desk email address or website form), and to start handling such Customer submissions within 2 business days.

The Customer understands that Bugs caused by a modification or extension is not part of the official Software and will not be covered by this service.

An appropriate remedy will be communicated to the Customer as soon as the Bug is fixed

As specified in the license of the Software and in the 7.3 Limitation of Liability section of this Agreement, Both parties acknowledge that Zeldesk cannot be held liable for Bugs in the Software.

5.2 Security Updates Service

Cloud Platform

Zeldesk commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control.

5.3 Upgrade Services

Upgrade Service for the Software

Upgrade requests can be submitted directly from the control panel of the Cloud Platform and does not require any data upload.

5.4 Cloud Hosting Services

For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Zeldesk commits to provide at least the following services:

• Choice of multiple hosting regions (minimum 3: India, Singapore and UK)

• Hosting in Tier-III data centers or equivalent with 99.9% network uptime

• Grade A SSL (HTTPS) Encryption

• Fully automated verified backups replicated in multiple regions

• Disaster Recovery Plan tested regularly

https://www.zeldesk.com/policy/service-sla.html.

5.5 Support Services

Scope

For the duration of this Agreement, the Customer may open support tickets depending on the selected Support plan exclusively for questions regarding guidance with respect to the use of the standard features of the Software and Services (functionalities, intended use, configuration, troubleshooting).

Availability

Tickets can be submitted online at https://www.zeldesk.com/policy/help.html.

6. Charges and Fees

6.1 Standard Charges

The standard charges for the Zeldesk Enterprise subscription and the Services are based on the number of Users, and the Software version used by the Customer, and specified in writing at the conclusion of the Agreement.

The Services are available under subscription plans of various durations. Payments for subscription plans less than a year can be made only by Credit Card. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Zeldesk to charge the subscription fee to the Credit Card used by you. Please click here to know about our Refund Policy https://www.zeldesk.com/policy/refundpolicy.html.

From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.

6.2 Visa, master card and US dollar will be accepted for payment

6.3 Cardholder must retain a copy of transaction records and Zeldesk policies and rules.

6.4 Inactive User Accounts Policy

We reserve the right to terminate unpaid user accounts that are inactive for a period of 120 days. In the event of such termination, all data associated with such user account will be deleted and we will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity.

6.5 Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges. The Customer is responsible for paying all taxes associated with purchases under this Agreement.

7. Conditions of Service

7.1 Customer Obligations

The Customer agrees to:

• Take all reasonable measures to keep their user accounts secure by choosing a strong password and not sharing it with anyone else;

• Make reasonable use of the Hosting Services avoiding illegal or abusive activities and strictly observe the rules outlined in the Acceptable Use Policy at https://www.zeldesk.com/policy/acceptable-use.html.

7.2 No Soliciting or Hiring

Except where the other party gives its consent in writing, each party and its representatives agree not to solicit or offer employment to any employee of Zeldesk for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions, the breaching party agrees to pay to the other party an amount of USD ($) 10 000.00 (Ten thousand dollars).

7.3 Publicity

Except where notified in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party on websites, press releases and other marketing materials as a customer or supplier.

7.4 Confidentiality

Definition of "Confidential Information":

All information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing is designated as confidential. Any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the disclosing Party prior notice of the compelled disclosure to the extent permitted by law.

7.6 Termination

If either party fails to fulfil any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Further, Zeldesk may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within the due date specified on the corresponding invoice.

Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be emailed to legal@zeldesk.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days.

Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address , password and deletion of all data in your user account.

Surviving Provisions:

The following sections mentioned below will survive any termination or expiration of this Agreement. :

"6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability” and “8 General Provisions”

8. Warranties, Disclaimers, Liability

8.1 Warranties

For the duration of this Agreement, Zeldesk commits to use commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that the following conditions are met :

• the Customer’s computing systems are in operational order

• the Customer provides adequate troubleshooting information

• all amounts due for Zeldesk have been paid.

The Customer's exclusive remedy and Zeldesks only obligation for any breach of this warranty is for Zeldesk to resume the execution of the Services at no additional charge.

8.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement to the maximum extent permitted by applicable law. Zeldesk does not warrant that the Software complies with any local or international law or regulations.

8.3 Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. And multiple claims shall not enlarge this limitation.

In no event , either party or its affiliates will be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory.

8.4 Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes etc.

9. General Provisions

9.1 Governing Law

Both parties agree that the laws of United arab emirates will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereinabove, both parties agree to submit to the sole jurisdiction of the United arab emirates court for the purpose of litigating all disputes.

10. Subscription to Beta Service

We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently any of the Beta Services with or without notice to you. You agree that Zeldesk will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

11.Modification of Terms of Service

We may modify the Terms upon notice at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by notifying Zeldesk by email within 30 days of being notified of the availability of the modified. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees.

12.User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you and all other users from your organization sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to

a) provide true, accurate, current and complete information about yourself as prompted by the sign up process

b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.

If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Zeldesk has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Zeldesk may terminate your user account and refuse current or future use of any or all of the Services.

13.Organization Accounts and Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Zeldesk is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to legal@zeldesk.com, provided that the process is acceptable to Zeldesk. In the absence of any specified administrator account recovery process, Zeldesk may provide control of an administrator account to an individual providing proof satisfactory to Zeldesk demonstrating authorization to act on behalf of the organization. You agree not to hold Zeldesk liable for the consequences of any action taken by Zeldesk in good faith in this regard.

14.Complaints

If we receive complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Zeldesk in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be

15.Trademark

Zeldesk, Zeldesk logo, the names of individual Services and their logos are trademarks of Zeldesk Corporation. You agree not to display or use, in any manner, the Zeldesk trademarks, without Zeldesk prior permission.

16.Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by arbitration in accordance with the commercial arbitration rules of United arab emirates. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final ..The arbitration shall be conducted in Dubai, United arab emirates and judgment on the arbitration may be entered into Dubai, United arab emirates court having jurisdiction thereof. Notwithstanding anything to the contrary, Zeldesk may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

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