TERMS OF USE
THIS TERMS OF USE (hereinafter referred to as "ToU") is executed on the date of first use of services provided by the Service Provider (hereinafter referred to as "Effective Date")

BY AND BETWEEN The "Service Provider" which shall mean Osmosys Software Solutions

AND The "User" which shall mean any or all individual(s) or legal entity(ies) duly registered with the Service Provider including employee(s), consultant(s), contractor(s), agent(s) and any such party(ies) who is/are authorized [on behalf of such individual(s) or legal entity(ies)] to use the services provided by the Service Provider The term "Party" and "Parties" shall be used to refer to the User and the Service Provider individually and collectively, as the context may require.

WHEREAS A. The Service Provider provides an addon for Dynamics 365 instances which improves and enhances the ticket logging mechanism.The services shall also include any updates, enhancements, new features and the same shall be subject to the ToU. B. The User is an individual or a legal entity who has successfully registered with TicketDesk365 and is using any or all of the services provided by the Service Provider.

1. DEFINITIONS

"Confidential Information" shall mean any information which is non-public, proprietary, know-how, trade secret, or any information of the privileged nature of the Parties.
"Content" shall mean the statistical data and other third party content that the Service Provider is authorized to access.
"Cookies" shall mean a piece of information stored by a web server on a web browser. The information can later be tracked back from a particular browser and it is useful for enabling the browser to remember information specifically related to a given User(s).
"Saas" shall mean "Software as a Service"ť which allows User(s) to connect to and use cloud-based apps over the Internet.
"Subscription Plan" shall mean a period from the date of commencement of the plan taken by the User from the Service Provider until the date of expiration, termination, or cancellation thereof. The minimum Subscription Plan is for one (1) User for a period of either six (6) months or twelve (12) months.
"Taxes" shall mean all taxes, levies, duties, fines or similar government assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to state or local sales, use, property, excise, service or similar taxes, in any way connected with this ToU.
2. REGISTRATION
The User shall provide all relevant details required by the Service Provider in order to register with TicketDesk365. The terms of this ToU shall be binding on the User immediately upon the successful registration of the User.

3. FREE TRIAL PERIOD

The registration period of the User will start with the free trial. The free trial period of the User usually lasts for thirty (30) days from the date of registration with TicketDesk365 unless a further extension of such free trial period is sought by the User and granted by the Service Provider solely at its discretion.
The eligibility of the User(s) to avail the free trial is to be determined by the Service Provider at its sole discretion in order to prevent free trial abuse. The Service Provider reserves the right to revoke the free trial and put the User's account on hold or terminate such free trial in the event there is a violation of any of the terms of the said ToU by the User(s).
4. TERM
The term of this ToU shall commence immediately upon the User(s) successfully registering on TicketDesk365 app and shall remain in full force until:

The free trial period of thirty (30) days provided to the User(s) has expired, unless a further extension of such free trial period is sought by the User(s) and granted by the Service Provider solely at its discretion.
The Subscription Plan purchased by the User(s) has expired.
(iii) The Subscription Plan purchased by the User(s) has been terminated/ cancelled by the Service Provider.
5. PURCHASE, PRICING, INVOICING AND PAYMENTS
5.1 PURCHASE: The procedure to purchase a Subscription Plan is as follows: The User(s) shall purchase/renew the subscription from within the TicketDesk365 App registration page 5.2 PRICING Pricing is based on the Subscription Plan chosen by the User(s). The User(s) will be required to pay for the Subscription Plan on a prepaid basis. If the numbe of users using TicketDesk365 is greater than the registered/subscribed user count, Service Provider has the right to stop the usage of TicketDesk365 application 5.3 INVOICING AND PAYMENTS Invoice(s) amount is calculated on the basis of Subscription Plan (number of Users, duration) chosen by the User. Even in case of a User(s) choosing to decrease the number of Users during the Subscription Plan, no amount shall be refunded nor shall the duration of the Subscription Plan be extended or adjusted on the pro-data basis.

6. LICENSE
Subject to the compliance of terms and conditions laid down in the ToU, Service Provider hereby grants the User(s), a limited, non-exclusive, non-transferable license to download TicketDesk365 via Service Provider's appsource listing on Microsoft appsource. User's use of TicketDesk365 may be subject to certain limitations provided to the User(s) by the Service Provider in writing or arising from or connected to the third party services or otherwise.

7. OBLIGATIONS OF THE USER
It is the responsibility of the User(s) to provide such information as and when requested by the Service Provider, in order to be able to use the services provided by the Service Provider on TicketDesk365.
User(s) shall be responsible for obtaining, deploying and maintaining the User's internal CRM instance, servers and other equipment and software used in User's business necessary to access and use services provided by the Service Provider on TicketDesk365.
User(s) shall not indulge in acts which are detrimental to the interest of the Service Provider which includes the following: a. User(s) shall not decipher, reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas, data files, or algorithms of TicketDesk365. b. User(s) shall not modify, translate, or create derivative works based on any element of TicketDesk365 or any related documentation. c. User(s) shall not rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use TicketDesk365. d. User(s) shall not use TicketDesk365 for time-sharing purposes or otherwise for the benefit of any person or entity other than for the benefit of the User. e. User(s) shall not use TicketDesk365 for any purpose other than its intended purpose. f. User(s) shall not interfere with or disrupt the integrity or performance of TicketDesk365. g. User(s) shall not introduce any open source software into TicketDesk365. h. User(s) shall not attempt to gain unauthorized access to TicketDesk365 or their related systems or networks. i. User(s) shall not pursue a patent, copyright, trademark, trade secret or any other intellectual property rights protection with respect to TicketDesk365. j. User(s) shall not have perpetual use of any portion of TicketDesk365.
8. THIRD PARTY OFFERINGS (i) Microsoft Dynamics 365 CRM: As a condition precedent to use the services provided on TicketDesk365, the User is required to: a. Enter into an agreement with Microsoft Dynamics 365 CRM for the use of the applicable services offered by Microsoft Dynamics 365 CRM. b. Download all the necessary apps or software for such use. c. Abide by the terms and condition of the Microsoft Dynamics 365 CRM. d. Hold the Service Provider harmless in respect of any claims or liability for any data submitted, stored, posted, displayed, exchanged or transmitted by or on behalf of User and received and analyzed by Microsoft Dynamics 365 CRM, as hosted by the User or Microsoft Dynamics 365 CRM.

9. REPRESENTATION AND WARRANTIES
(i) REPRESENTATION AND WARRANTIES BY USER a. The User represents and warrants that the User is competent and eligible to enter into legally binding agreements. b. The User represents and warrants that it has the authority to enter into this ToU and perform its obligations hereunder. c. The User represents and warrants that its acceptance of and performance under this ToU shall not breach any agreement with any third party. (ii) REPRESENTATION AND WARRANTIES BY SERVICE PROVIDER a. Service Provider represents and warrants that it has the authority to enter into this ToU and perform its obligation hereunder.

10. SECURITY The transactions on TicketDesk365 are secure and protected. Any information entered by the User(s) when transacting on TicketDesk365 is encrypted to protect the User(s) against unintentional disclosure to third parties. The User's credit or debit card information is not received, stored or retained by the Service Provider in any manner. This information is supplied by the User(s) directly to the relevant payment gateway which is authorized to handle the information provided and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with. The Service Provider does not store or share any information with any other servers of the Service Provider and none of the employee(s)/ individual(s) related to the Service Provider is aware of any such information shared by the User.

11. INTELLECTUAL PROPERTY RIGHTS (i) Unless expressly agreed to in writing, nothing contained herein shall give the User(s) a right to use any of the Service Provider's websites, brand names, trademarks, service marks, logos, domain names, information, questions, answers, solutions, reports, images, and other distinctive brand features. All logos, trademarks, brand names, service marks, domain names, including material, designs, and graphics created by and developed by the Service Provider and other distinctive brand features of TicketDesk365 are the property of the Service Provider. TicketDesk365 is created by the Service Provider, the Service Provider shall be the exclusive owner of all the designs, graphics and the like, related to TicketDesk365. (ii) The User(s) shall not use any of the intellectual property displayed on TicketDesk365 in any manner that is likely to cause confusion among existing or prospective users of the TicketDesk365, or that in any manner disparages or discredits the Service Provider, to be determined at the sole discretion of the Service Provider. (iv) The User(s) are further aware that any reproduction or infringement of the intellectual property of the aforementioned owners by the User(s) will result in legal action being initiated against the User(s) by the respective owners of the intellectual property so reproduced/ infringed upon. It is agreed to by the Parties that the contents of this Clause shall survive even after the termination or expiry of this ToU.

12. PROPRIETORY RIGHTS (i) It is agreed between the Parties that all the right, title and interest in TicketDesk365, documentation, any other materials furnished or made available by the Service Provider, all modifications and enhancements thereof, all suggestions, ideas and feedback proposed by the User regarding TicketDesk365 and the services provided on TicketDesk365, including all intellectual property rights in each of the foregoing, belong to and are retained solely by the Service Provider and third-party providers, as applicable. (ii) The User hereby grants to the Service Provider a limited, non-exclusive, royalty-free, worldwide license to use the User Dynamics CRM Data and perform all acts with respect to the User Dynamics CRM Data as may be necessary for the Service Provider to provide the services on TicketDesk365 to the User. (iii) It is agreed between the Parties that all the right, title and interest in any data including statistical and performance information and all the intellectual property related to such information belong to and shall be retained by the Service Provider. The User agrees that the Service Provider may use such information and data to the extent and in the manner required or authorized by applicable law or regulation and for purposes of data gathering, analysis and service enhancement and marketing, provide that such data does not identify the Users confidential information.

13. UPDATES The User(s) may require to install updates to TicketDesk365 which it may introduce from time to time. If the User(s) agrees to download the update, then it is deemed that the User(s) accordingly also agrees to the changes in the terms and condition, if any.

14. SUSPENSION If any act, which on the face of it, gives a reasonable apprehension that fraudulent, suspicious, unauthorized acts or activities, as per the ToU or under any law for the time being in force, are committed, have been committed, or about to be committed by the User(s) in the course of access or use of TicketDesk365, the Service Provider, in addition to the other remedies available under any law for the time being in force, shall have the right to suspend the account and services rendered to User(s) as per this ToU without any notice or cause.

15. TERMINATION This ToU shall remain in full force and effect between the User(s) and the Service Provider until the Service Provider terminates or suspends the access of TicketDesk365 by the User(s) upon the breach of any of the terms mentioned in this ToU or for any other reason(s) and without warning. Such termination or suspension by the Service Provider may result in immediate seizure of the account and may lead to forfeiture and destruction of all information associated with User's subscription.

16. EFFECT OF TERMINATION Upon termination of this ToU, the User's access to TicketDesk365 shall cease. The Service Provider shall not be obligated to return or destroy any information that has been processed, stored or accessed by the Service Provider while providing services on TicketDesk365.

17. PUBLICITY The Service Provider has the right to reference and use the User(s) name and trademarks in the business development and marketing efforts by the Service Provider, unless the User(s) notifies the Service Provider in writing that the User(s) does not grant the Service Provider such rights within thirty (30) days of User(s) acceptance of the ToU.

18. WAIVER Any delay or failure of either Party to exercise a right or remedy will not constitute waiver of such right or remedy or of any other right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

19. NOTICE/WRITTEN COMMUNICATION (i) By the User(s): User(s) may send written communication to the Service Provider in relation to any problem being faced the User(s) while using TicketDesk365. (ii) By the Service Provider: The Service Provider shall provide the notice to the User(s) at the e-mail address specified by the User(s) while registering with TicketDesk365. The notice provided to the User(s) via e-mail shall be deemed to be sent and received on the transmission date of the e-mail.

20. CONFIDENTIALITY (i) The Parties shall not make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than for the implementation of this ToU or unless required by law. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employee(s) or agent(s) in violation of the terms of this ToU. (ii) A Party's Confidential Information shall not include information as follows: a. Information that becomes a part of the public domain through no act or omission of the other Party. b. Information was in the other Party's lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing party. c. Information is lawfully disclosed to the other Party by a third party without restriction on disclosure. d. Information is independently developed by the other party. e. Information required to be disclosed by any judicial or governmental requirement or order.

21. MODIFICATIONS It is agreed by the Parties that the ToU is subject to change without notice and the Service Provider reserves the exclusive right, to amend, modify, delete, add, subtract, any term, provision, part, or section of this ToU, from time to time, as it deems fit, without any prior notice to the User(s), which shall be binding on the User and shall not be construed as novation or frustration of contract by virtue of such amendment, modification, deletion, addition, subtraction of such term, provision, part, or section of the ToU, by the Service Provider.