Terms of Service for Custom Mobile Application Development

Terms of Service for Custom Mobile Application Development

Zoho provides eligible customers with a facility to request for development and provision of customized mobile application (the “Application”) built on top of Zoho Desk mobile software development kit (SDK). These Terms of Service for Custom Mobile Applications (the “Terms”) govern Zoho’s development and provision of the Application to customers (the “Service”) and forms a binding agreement between you (or the entity you represent) (“you”) and the applicable Zoho contracting entity listed here (“Zoho”).

By submitting a request for the Application, you agree to be bound by these Terms, which apply in addition to Zoho's general terms of service or the Master Subscription Agreement ("MSA") you have executed with Zoho. If you do not agree to these Terms, do not proceed to access or use the Service.

1. Eligibility

The Service is available exclusively to customers with an active subscription to the Enterprise edition of Zoho Desk. The Service may be requested only by a user designated as an administrator of your Zoho Desk account (“Account Administrator”).

2. Submission of Request

2.1. To avail the Service, your Account Administrator must submit a request through the functionality available within Zoho Desk (a “Request”). The Request must include a clear description of your requirements, including design preferences, branding, and any specific customizations desired.
2.2. Zoho will review your Request to assess its technical feasibility and may, at its discretion, either accept or reject the Request.
2.3. If Zoho accepts your Request, Zoho will provide you with a quote specifying the estimated fee and projected delivery timeline. You understand that the quote is an estimate and may vary based on the actual time and effort required to complete the development.
2.4. Upon your acceptance of the quote, Zoho will execute a Statement of Work (“SOW”) with you, defining the scope, deliverables, estimated hours, fees, and other applicable terms governing the Service.

3. Development and Delivery of Application

3.1. Zoho agrees to develop the Application in accordance with the specifications set out in the SOW and deliver it to you through a secure, cloud-based file-sharing platform in APK (Android) or IPA (iOS) format.
3.2. Upon delivery, you will have seven (7) days, or such other period specified in the SOW, to evaluate the Application (the “Evaluation Period”). If the Application does not conform to the agreed specifications (“Non-Conformity”), you must notify Zoho within the Evaluation Period by providing reasonable details of such Non-Conformity.
3.3. Zoho will correct any Non-Conformities reported and provide a revised Application for your review and acceptance. Upon delivery of the revised Application, a new Evaluation Period shall commence for you to evaluate the Application and report any Non-Conformities. 
3.4. The review process specified in Clause 3.2 and 3.3 will continue until (i) you provide confirmation of acceptance, or (ii) you do not report any Non-Conformities during the applicable Evaluation Period.
3.5. Zoho will bear the cost of correcting any Non-Conformities reported to the extent they result from Zoho’s acts or omissions. However, if a Non-Conformity is determined to have been caused by reasons attributable to you, such as failure to provide timely cooperation or accurate information, Zoho reserves the right to charge an additional fee for addressing such Non-Conformity.

4. Post-Delivery Support and Additional Customizations

4.1. Upon delivery and acceptance of the Application, Zoho will provide reasonable level of technical support in connection with your use of the Application. The support plans and service-level commitments applicable to Zoho Desk and other Zoho services do not apply to the Service provided under these Terms.
4.2. If you require any new features, functionality, or further customizations to the Application (“Additional Customizations”), you may submit a new Request to Zoho. Each such request will be treated as a separate engagement and handled under a new SOW.

5. Your Responsibilities

5.1. You must provide timely access to necessary information, materials, and resources reasonably required by Zoho to perform the Service. You understand that Zoho’s ability to meet delivery timelines depends on your full cooperation and the accuracy of the information provided.
5.2. You are solely responsible for publishing, deploying, and managing the Application through your own developer account on digital distribution platforms, such as app stores.

5.3. You shall ensure that publishing and deployment of Application comply with applicable laws and the policies of any third-party platforms where the Application is distributed.

6. Fees and Payment

6.1. The fee payable for the Service (“Service Fee”) will be set out in the SOW and billed on an hourly basis.
6.2. You understand that the Service Fee stated in the SOW represents an estimate and may vary based on the actual time spent on provision of Services. Any time spent by Zoho beyond the estimated hours in the SOW will be billed separately at the same hourly rate, unless otherwise specified in SOW.
6.3. Zoho will raise invoices in accordance with the billing schedule specified in the SOW. You shall make payment of all invoices within the timeline mentioned in the SOW, without any deduction or set-off, except as required by applicable law.
6.4. The Service Fee is exclusive of applicable taxes, which shall be borne and paid by you.
6.5. Zoho reserves the right to suspend or withhold provision of Services in the event of non-payment of any invoice by the due date.

7. Intellectual Property Rights

7.1. Any and all intellectual property rights in and to the Application, Zoho Desk SDK, APIs, and all related documentation and tools used in connection with provision of Service shall remain the sole and exclusive property of Zoho.
7.2. Subject to your payment of Service Fee, Zoho grants you a non-exclusive, non-transferable, and non-sublicensable license to use the Application solely in connection with your use of Zoho Desk.
7.3. You retain all ownership rights to any branding materials, logos or content you provide to Zoho in connection with your use of Service (“Customer Materials”). You grant Zoho a limited, non-exclusive, royalty-free license to use such Customer Materials solely for the purpose of providing the Service.

8. Confidentiality

Zoho will maintain the confidentiality of any non‑public, proprietary information that you provide for the purpose of developing the Application (“Confidential Information”). Zoho will use the Confidential Information solely for the purpose of development and delivery of the Application  and will not disclose it to any third party, except to its employees and other Zoho entities on a need‑to‑know basis. Notwithstanding the above, Zoho may disclose your Confidential Information if such disclosure is required under applicable law or by order of a court or governmental authority, provided that, Zoho will, to the extent permitted by law, give you prior notice of any such requirement.

9. Indemnification

You agree to indemnify and hold harmless Zoho and its affiliates from any losses, damages, or expenses (including reasonable attorney's fees) arising from claims related to: (a) your use of the Application in violation of any law or third party’s rights, (b) a breach of these Terms or the SOW, or (c) the Customer Materials infringing a third party's intellectual property rights.

10. Termination

10.1. Termination for Breach. Either party may terminate the Service or any applicable SOW upon written notice if the other materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days after receiving written notice.
10.2. Automatic Termination. The Service will automatically terminate if your subscription to the Enterprise edition of Zoho Desk expires, is downgraded to a lower plan, or is otherwise terminated.
10.3. Effect of Termination. Upon termination of the Service:

(a) You must pay Zoho for all Services performed up to the effective date of termination;
(b) All licenses granted to you for the Application under these Terms or any SOW will immediately terminate;  and
(c) You must immediately cease using the Application and permanently delete all copies of the Application files from your systems, servers, devices, and any other media.

11. Modifications to Terms

Zoho may modify these Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. Any such modifications will take effect from the date specified in the service announcement or email, as applicable. Your continued use of the Service after the effective date of such modification will be deemed to constitute your acceptance to the revised Terms. 

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