1.1 "Application" means any software application developed, owned, and published by Sharely, including any application made available via the Zendesk Marketplace, the Sharely Platform (sharelyplatform.com), or any other authorised distribution channel, together with all updates, patches, new versions, and ancillary components thereof. Where Sharely publishes multiple applications, these Terms apply to each Application individually and collectively.

1.2 "Account" means the Zendesk account through which you access the Application.

1.3 "Content" means any data, files, attachments, metadata, text, images, or other information that is submitted to, processed by, or transmitted through any Application in the course of your use of that Application.

1.4 "Intellectual Property Rights" means all patents, copyright, trade marks, service marks, design rights, database rights, trade secrets, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

1.5 "Sharely", "we", "us", or "our" means the operator of the Application, reachable at sharelyplatform.com.

1.6 "Subscription" means a paid subscription plan that grants access to the Application.

1.7 "User" means any individual who installs, accesses, or uses the Application under your Account.

1.8 "Zendesk" means the customer service platform operated by Zendesk, Inc., and the associated marketplace located at www.zendesk.com.

2.1 Subject to your compliance with these Terms and payment of all applicable Subscription fees, Sharely grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to install and use the Application solely within your Zendesk Account and solely for your internal business purposes.

2.2 This licence does not include any right to: (a) copy, reproduce, or distribute the Application or any part thereof; (b) modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Application; (c) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Application; or (d) access the Application to build a competitive product or service.

2.3 The Application may not operate on a continuous or uninterrupted basis and may be unavailable from time to time, including for maintenance or circumstances beyond our reasonable control.

3.1 Access to the Application requires a valid, active Subscription. Subscriptions are billed in accordance with the plan selected at the time of purchase.

3.2 All fees are exclusive of applicable taxes. You are responsible for any taxes, levies, or duties imposed on the transactions contemplated herein.

3.3 Payments are processed through the Zendesk Marketplace billing infrastructure, the Sharely Platform, or such other payment processor as Sharely may designate from time to time. Sharely does not store payment card information.

3.4 Subscriptions auto-renew unless cancelled prior to the renewal date. Failure to pay any amount due may result in suspension or termination of your access to the Application.

3.5 Sharely reserves the right to modify Subscription pricing with no less than thirty (30) days' prior written notice. Continued use after the effective date of any price change constitutes acceptance of the new pricing.

4.1 You agree to use the Application only for lawful purposes and in accordance with these Terms.

4.2 You must NOT use the Application to:

• upload, transmit, or process any Content that is unlawful, defamatory, obscene, fraudulent, or that infringes any third-party Intellectual Property Rights;
• attempt to gain unauthorised access to any part of the Application, Zendesk systems, or any third-party systems;
• introduce viruses, malware, or any other harmful code into the Application;
• use automated scripts, bots, or data-scraping tools against the Application;
• circumvent any security, access-control, or billing mechanism in the Application; or
• use the Application in a manner that imposes an unreasonable or disproportionate load on our infrastructure.

4.3 Sharely reserves the right to investigate any suspected breach of this clause and to suspend or terminate your access without notice if a breach is confirmed or reasonably suspected.

5.1 You retain all ownership of your Content. By using the Application, you grant Sharely a limited, non-exclusive licence to process and transmit your Content solely as necessary to provide the Application's functionality.

5.2 Sharely will only use your Content to: (a) provide you with the Application; and (b) comply with any applicable law, regulatory requirement, or lawful government or law-enforcement request.

5.3 Sharely will not: (a) store any of your data beyond what is strictly required to deliver the functionality of the relevant Application and any associated platform context (such as support tickets, records, or metadata processed in the course of providing that Application); or (b) passively or automatically read your data outside the scope of an active User session or beyond what the relevant Application requires to function.

5.4 You are solely responsible for the legality, accuracy, and integrity of all Content you process through the Application. You represent and warrant that you have obtained all necessary rights and consents to process such Content.

6.1 Sharely processes personal data in accordance with its Privacy Policy, available at sharelyplatform.com/privacy, which is incorporated into these Terms by reference.

6.2 Where you process personal data of data subjects through the Application, you act as a data controller and Sharely acts as a data processor. You are responsible for ensuring a lawful basis exists for such processing under applicable data protection law, including the GDPR where applicable.

6.3 Sharely implements appropriate technical and organisational security measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

7.1 All Intellectual Property Rights in and to the Application, including its software, design, functionality, documentation, and branding, are and shall remain the exclusive property of Sharely or its licensors.

7.2 Nothing in these Terms transfers any Intellectual Property Rights to you. The limited licence granted in clause 2 is the entirety of your rights in the Application.

7.3 You must not remove, obscure, or alter any proprietary notices, labels, or branding appearing on or within the Application.

8.1 One or more Applications may be designed to operate as integrations within third-party platforms, including the Zendesk platform. Sharely is an independent developer and is not affiliated with, endorsed by, or in any way officially connected to Zendesk, Inc. or any other third-party platform provider whose infrastructure an Application may leverage.

8.2 Your use of any third-party platform (including Zendesk) is governed separately by that platform provider's own terms of service. Sharely assumes no responsibility for any outage, feature deprecation, API change, or policy update by any third-party platform that may affect the functionality of an Application.

8.3 The Application may contain links to or integrations with third-party services. Sharely does not endorse, control, or assume responsibility for any third-party content or services.

9.1 These Terms commence on the date you first access or install the Application and continue until terminated by either party.

9.2 You may terminate these Terms at any time by uninstalling the Application from your Zendesk Account and cancelling your Subscription. No refund will be due for any unused portion of a prepaid Subscription period unless separately agreed in writing.

9.3 Sharely may suspend or terminate your access to the Application immediately, with or without notice, if: (a) you breach any provision of these Terms; (b) Sharely is required to do so by law or regulation; (c) Sharely discontinues the Application; or (d) you become insolvent or subject to insolvency proceedings.

9.4 Upon termination, all licences granted under these Terms cease immediately. Clauses 5, 7, 10, 11, 12, and 13 survive termination.

10.1 THE APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHARELY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.2 Without limiting clause 10.1, Sharely makes no representation or warranty that:

• your access to the Application will be timely, secure, continuous, or error-free;
• the Application will be compatible with any particular feature, setting, plan, or version of any third-party platform (including Zendesk) with which it is designed to integrate;
• any defects or errors in the Application will be corrected within any specific timeframe;
• any information displayed or transmitted through the Application will be accurate, complete, or current; or
• the Application or servers used to deliver it are free from viruses, malware, or other harmful code.

11.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHARELY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF SHARELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 SHARELY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE APPLICATION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO SHARELY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 You assume all risks associated with your use of the Application, including any risks arising from interactions with third parties, loss of data, or damage to your computer systems.

11.4 Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. To the extent applicable law does not permit such exclusion or limitation, those provisions apply only to the minimum extent required.

13.1 These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

13.2 Any dispute, controversy, or claim arising out of or relating to these Terms shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days.

13.3 If the dispute cannot be resolved through negotiation, the parties agree to submit to the exclusive jurisdiction of the courts of Ontario, Canada.

14.1 Sharely reserves the right to amend these Terms at any time. Where an amendment materially affects your rights or obligations, Sharely will provide at least fourteen (14) days' prior notice via the Application, the Sharely Platform (sharelyplatform.com), the Zendesk Marketplace listing, or the email address associated with your Account.

14.2 Your continued use of the Application after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree to an amendment, you must cease using the Application and cancel your Subscription before the amendment takes effect.

15.1 Entire Agreement. These Terms (together with the Privacy Policy and any order documents) constitute the entire agreement between you and Sharely with respect to the Application and supersede all prior agreements, representations, and understandings.

15.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.3 No Waiver. Failure by Sharely to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without Sharely's prior written consent. Sharely may freely assign its rights and obligations under these Terms.

15.5 Force Majeure. Sharely shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, or failures of internet infrastructure.

15.6 Notices. Notices to Sharely should be directed to hello@sharelyplatform.com. Notices to you will be sent to the email address associated with your Account or posted on the Application.