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 and/or edition mode. Deactivated user accounts and accounts used by external people (or systems) who only have 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 a User of the website and shall not transact on or use the website.

Bug

Is considered a Bug 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. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Zeldesk (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).

3. Access to the Software

The Customer can use the Software hosted on the Cloud Platform. The Cloud Platform is hosted and fully managed by Zeldesk, and 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 revoked 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 remedy 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 that is not part of the official Software will not be covered by this service.

As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.

Both parties acknowledge that as specified in the license of the Software and in the 7.3 Limitation of Liability section of this Agreement, 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, as soon as the remedy is available, without requiring any manual action of the Customer.

5.3 Upgrade Services

Upgrade Service for the Software

Upgrade requests are submitted directly from the control panel of the Cloud Platform, and do not require any data upload. Where necessary for data security or regulation reasons, the Upgrade Service includes an optional tool to anonymize identifiable data inside a database before submitting the upgrade request, and a tool to restore the anonymized data after the upgrade.

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 of communication

• 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 of duration of 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 last 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 continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. 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. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

6.5 Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Zeldesk is legally obliged to pay or collect Taxes for which the Customer is responsible.

7. Conditions of Service

7.1 Customer Obligations

The Customer agrees to:

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

• make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities, and strictly observe the rules outlined in the Acceptable Use Policy published 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, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, 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 of this section that leads to the termination of said employee toward that end, 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 otherwise 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 as a customer or supplier, on websites, press releases and other marketing materials.

7.4 Confidentiality

Definition of "Confidential Information":

All information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular 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.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.

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

In the event that 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 made 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. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Zeldesk breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

Surviving Provisions:

The sections "6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.

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 Customer’s computing systems are in good operational order

• the Customer provides adequate troubleshooting information

• all amounts due to Zeldesk have been paid.

The Customer's sole and exclusive remedy and Zeldesk 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 out of or 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. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including 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, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates' remedy otherwise fails of its essential purpose.

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, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.

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.

9.2 Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.

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. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial 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 to you 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 with 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 providing Zeldesk notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

12.User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access or use 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; and 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 a 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 construed as your consent to disclosure of your name and contact information by Zeldesk to the complainant.

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 binding 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 and unappealable. The arbitration shall be conducted in Dubai, United arab emirates and judgment on the arbitration award 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.