Terms Of Use

Effective October 30, 2026

PLEASE READ THIS BOLDDESK AGREEMENT CAREFULLY.

Overview of What This Document Is

This Software License and Services Agreement (the “Terms of Use” or “Agreement”) is a legal agreement between you (“You”, “Your”, or “Customer”) and Syncfusion, Inc., a Delaware corporation with its principal place of business located at 2501 Aerial Center Parkway, Suite 111, Morrisville, North Carolina 27560 (“Syncfusion”).

You must be at least eighteen (18) years old to agree to this Agreement. If You are acting as an individual, “You”, “Your”, or “Customer” will mean that You agree to be bound by these terms individually. If You are agreeing to this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such company or entity. In such cases, “You”, “Your”, or “Customer” means such company or legal entity.

If You are not at least eighteen (18), You do not have such authority, or if You do not agree with these Terms, You may not use and/or access the Licensed Product. Syncfusion reserves the right to request proof of age.

What Is Syncfusion’s BoldDesk

BoldDesk Platform includes any portion of Syncfusion’s BoldDesk Platform, to include the software framework, platform, AI Agents, assemblies, application programming interfaces, Documentation and any related or associated applications, mobile applications, and web-based applications (herein referred to as “BoldDesk”, “the Services” or the “Licensed Product”). BoldDesk is an AI-first, cloud-based customer service platform built on a multi-tenant, cloud-native architecture. BoldDesk provides Customer the ability to deploy BoldDesk AI Agents that autonomously respond to, triage, and resolve customer and employee support requests across supported channels, and to provision Human Agents who handle requests that are escalated or assigned to them. The features available to Customer, including AI Agents and AI Features, depend on Customer’s Pricing Plan.

Your right to use BoldDesk is set forth in this Agreement.

What Is Not Included

This Agreement applies only to BoldDesk. No other Syncfusion product or service (for example, Bold BI, Bold Reports, or Essential Studio) is licensed under or included in this Agreement, and each is governed by its own terms. Syncfusion components incorporated into BoldDesk are licensed solely as part of BoldDesk under this Agreement and may not be used separately.

Read the Terms Carefully.

Carefully read all the terms and conditions of this Agreement prior to accessing or using BoldDesk. For the purposes of this Agreement, the effective date of this Agreement shall be the date upon which You click the “YES” button below. Syncfusion may update these Terms of Use from time to time. By continuing to access or use BoldDesk, You agree to be bound by such modified Terms. Each Terms of Use will reflect an “Effective” date. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF REVISIONS. IF YOU CONTINUE TO USE THE LICENSED PRODUCT AFTER SUCH REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

IMPORTANT NOTICE: THESE TERMS OF USE CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE LICENSED PRODUCT AND MAINTENANCE AND SUPPORT SERVICES RELATED TO THE LICENSED PRODUCT. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN SECTION 21.10 (MANDATORY ARBITRATION, WAIVER OF CLASS ACTIONS). PLEASE READ CAREFULLY.

BY CLICKING THE “YES” BUTTON OR ACCESSING OR USING BOLDDESK IN ANY WAY, YOU ARE ACCEPTING ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE BOLDDESK. IF, AFTER READING THIS AGREEMENT, YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT SYNCFUSION VIA EMAIL AT SALES@SYNCFUSION.COM.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties to this Agreement, and intending to be legally bound, the parties hereby agree as follows:

1. The Basics

1.1 Entire Agreement. This Agreement contains the entire understanding of Syncfusion and Customer and supersedes all prior written or oral communications between the parties with respect to the subject matter hereof. This Agreement does not operate as an acceptance of any conflicting terms and conditions and shall prevail over any conflicting provisions set forth in any Customer purchase order or any other instruments. In the event Customer believes any such conflicting provisions apply, then the only remedy is a pro-rated refund.

1.2 Data Processing Addendum. If You or Your organization is subject to the GDPR, UK GDPR, the CCPA, or any other Data Protection Law, the Data Processing Addendum available at https://www.bolddesk.com/legal/dpa (“DPA”) is incorporated into this Agreement. If the DPA conflicts with this Agreement regarding Personal Data, the DPA controls.

1.3 Purchases through a Reseller. Customers who purchase the Licensed Product through a Reseller expressly acknowledge and agree that Syncfusion shall have the right to enforce this Agreement against Customer. As between Syncfusion and Customer, this Agreement constitutes the entire agreement and supersedes any and all other agreements in connection with Customer’s use of the Licensed Product. The terms of Customer’s agreement with a Reseller shall have no bearing on Customer’s obligations to Syncfusion under this Agreement, and, as between Customer and Syncfusion, the terms of this Agreement shall prevail over any purported conflicting provisions that might appear in any such agreement between Customer and a Reseller.

2. Definitions

Term	Definition
AI Agent or BoldDesk AI Agent	Any AI-powered agent, assistant, or feature supplied by Syncfusion as part of BoldDesk, including the Support Agent, Background Agent, Assist Agent, Skills, and AI Agent Builder, that responds to, triages, routes, summarizes, or resolves requests or performs actions with or without human involvement.
AI Credits	The units, whether included in or purchased under Customer’s Pricing Plan, that Customer consumes when AI Agents or AI Features perform AI Actions, as specified in the Pricing Plan. AI Credits have no cash value.
AI Features	All features of BoldDesk that use artificial intelligence, machine learning, or large language models, including AI Agents.
AI Plan	A Pricing Plan that includes AI Credits, as described at https://www.bolddesk.com/pricing.
AI Utilization Ratio	For any measurement period, the number of Tickets resolved or substantially handled by AI Agents divided by the total number of Tickets created in Customer’s account, as measured by Syncfusion.
API User	A Human Agent who also has Programmatic Access, with the ability to configure the Licensed Product for integration purposes, including generating API keys, creating OAuth apps, configuring MCP servers, monitoring the developer console, and managing webhook configurations.
BoldDesk API	A programmable interface, including any Model Context Protocol (“MCP”) server, that enables developers to incorporate BoldDesk into Customer Applications.
Customer Application(s)	A named application developed and distributed by a named Customer.
Customer Data	All content, data, and information that Customer, its Human Agents, or Recipients submit to or through BoldDesk, including tickets, messages, attachments, knowledge base articles, contact records, call recordings, and Input. Customer Data does not include Usage Data.
Customer License Portal	The online portal provided by Syncfusion through which Customer manages its BoldDesk subscription, billing, AI Credits, and account settings, and through which Syncfusion may deliver notices.
Data Protection Laws	All laws governing the privacy or security of Personal Data that apply to a party’s processing under this Agreement, including the California Consumer Privacy Act as amended by the California Privacy Rights Act and its regulations (“CCPA”), other U.S. state privacy laws, the GDPR, the UK GDPR, and the Swiss Federal Act on Data Protection.
Documentation	The softcopy documentation provided by Syncfusion with the Licensed Product, such as softcopy user manuals and online help.
Fair Use Policy	The policy set forth in Section 4.
Help Desk Plan	A Pricing Plan for use of BoldDesk primarily through Human Agents, as described at https://www.bolddesk.com/pricing/help-desk.
Human Agents	Human individuals working solely on behalf of Customer who hold a named account, provisioned as set out in Customer’s Pricing Plan, to access and use the Licensed Product, including to handle tickets and conversations escalated or assigned to them. Human Agents cannot be AI Agents or Third-Party AI Agents.
Input	Customer Data, prompts, instructions, knowledge sources, and other content provided by or on behalf of Customer or a Recipient to an AI Feature.
License Fee	The fees payable for each subscription term, as stated in Customer’s Pricing Plan.
LLM	A large language model, an artificial intelligence system trained on large amounts of data to understand and generate natural language and other content. LLMs used by BoldDesk may be operated by Syncfusion or by third-party providers listed on the Sub-processors page.
Non-Programmatic End Users	Those who do not have access or the ability to patch, bug fix, code, add a line of code, modify any code, compile, develop, or recompile any part of Customer Application(s).
Output	Any content, response, summary, classification, decision, or action generated or taken by an AI Feature based on or derived from Input.
Personal Data	Also referred to as “Personally Identifiable Information” or “PII”, any information relating to an identified or identifiable natural person, and any information defined as “personal data”, “personal information”, or similar by any Data Protection Law.
Pricing Plan	The subscription plan Customer selects or purchases, whether an AI Plan or a Help Desk Plan, as described at https://www.bolddesk.com/pricing (AI Plans) or https://www.bolddesk.com/pricing/help-desk (Help Desk Plans), including pricing, AI Credit allocations and consumption rates, any Human Agents included or available for purchase, usage limits, and related billing terms.
Programmatic Access	Access and/or the ability to patch, bug fix, code, add a line of code, modify any code, compile, develop, or recompile anything that contains, links to (directly or indirectly), is compiled against, or otherwise calls to or relies on BoldDesk. Programmatic Access extends to a named Customer only and does not extend, in any form, to any parent or subsidiary company of Customer, or any other third party.
Recipients	Customer’s customers, employees, and other individuals who submit requests to, receive communications from, or interact with Customer through BoldDesk, including with AI Agents.
Reseller	A third party authorized by Syncfusion to resell subscription licenses.
Sub-processors	Third parties, including hosting and LLM providers, that Syncfusion engages to process Customer Data on Customer’s behalf, as listed at https://www.bolddesk.com/legal/sub-processors.
Third-Party AI Agent	Any software, system, model, bot, script, robotic process automation tool, or other automated or semi-automated mechanism not supplied by Syncfusion that performs actions, generates content, or accesses, queries, or uses BoldDesk programmatically or at scale, including LLMs, chatbots, and agentic tools connected through the BoldDesk API or MCP.
Ticket	Any support request, conversation, email thread, chat, call, or message thread created in or routed through Customer’s BoldDesk account.
Usage Data	Data about the operation and use of BoldDesk, such as AI Credit consumption, AI Utilization Ratio, feature usage, performance metrics, and system logs and metadata. Usage Data does not include the content of Customer Data.

3. Licensed Product Fee, Prices, and Payment

3.1 Invoices and Late Payment. The License Fee is due and payable by Customer within thirty (30) days of the date of Syncfusion’s invoice. All payments under this Agreement shall be made in United States dollars, and, if not paid when due, will be subject to interest at the rate of eighteen percent (18%) annually, or the maximum amount allowed by applicable law if lower, calculated from the date when payment was due until payment is made. In addition, Customer agrees to pay Syncfusion’s cost of collecting any past-due amounts under this Agreement, including but not limited to reasonable attorneys’ fees. Where Customer purchases through a Reseller, the Reseller will make payment to Syncfusion.

3.2 No Reliance on Future Features. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Syncfusion regarding future functionality or features.

3.3 Recurring Payments. Payments made to Syncfusion shall be made on a recurring basis and shall be charged in accordance with Customer’s Pricing Plan.

3.4 Cancellation and Renewal. Customer’s subscription will automatically renew at the end of each subscription term, at no less than the rate stated in Customer’s Pricing Plan, unless, before the end of the then-current subscription term, Customer cancels through the Customer License Portal or provides written notice of termination in accordance with this Agreement. Customer expressly agrees to recurring payments.

3.5 Cancellation of API Plans. If Customer has embedded the Licensed Product in any Customer Application using the BoldDesk API, Customer must, in addition to cancelling under Section 3.4, remove the Licensed Product, within thirty (30) days after the end of the then-current subscription term, from all Customer Applications and from any site or server where it has been deployed. If Customer does not complete the removal within such period, Customer’s cancellation will be void and the subscription will be deemed to have automatically renewed under Section 3.4 as of the end of that subscription term.

3.6 Fees and Taxes. Fees are determined in accordance with Customer’s Pricing Plan. All fees stated are non-refundable, except as expressly stated in this Agreement, and are exclusive of all taxes, levies, or duties, which are Customer’s responsibility.

3.7 Billing Information. Customer agrees to promptly notify Syncfusion of any changes to Customer’s billing information. If Customer pays with a credit card, Customer hereby authorizes Syncfusion to charge Customer’s credit card on a recurring basis for all applicable fees.

3.8 Payment Processing. Syncfusion may use third-party payment processing providers.

3.9 30-Day Money-Back Guarantee. In the event Customer is not satisfied with BoldDesk within thirty (30) days after the date of Customer’s initial purchase, Customer may request a refund of one hundred percent (100%) of the fees paid for that initial purchase by emailing support@bolddesk.com within such period. If Customer has embedded the Licensed Product in any Customer Application using the BoldDesk API, the refund is also conditioned on Customer certifying in writing, within seven (7) days of such request, that it has removed the Licensed Product from all Customer Applications and from any site or server where it has been deployed. When a refund is issued under this Section, Customer’s subscription and access to the Licensed Product end.

4. Fair Use Policy

4.1 Fair Use Thresholds. If Customer is on an AI Plan, Customer’s use is outside fair use if, measured over any rolling ninety (90)-day period after the first sixty (60) days following the start of Customer’s first paid billing period (the “Onboarding Period”), any of the following is true:

1. Customer’s AI Utilization Ratio is below fifty percent (50%); or
2. Customer consumes less than forty percent (40%) of the AI Credits included in its Pricing Plan for that period while Human Agents handle Tickets in the same account.

Syncfusion may publish adjusted thresholds for specific plans, channels, or industries in the Documentation. The thresholds in effect at the start of Customer’s then-current subscription term apply until renewal. In applying these thresholds, Syncfusion will reasonably take into account circumstances that affect AI usage, such as periods when Customer has used all of the AI Credits included in its Pricing Plan.

4.2 Circumvention. For AI Plans, the following are outside fair use regardless of the thresholds in Section 4.1: (a) disabling, bypassing, or configuring AI Agents so that Tickets are routed to Human Agents by default when an AI Agent could reasonably respond; (b) connecting a Third-Party AI Agent to a Human Agent account, or using a Human Agent account to operate any automated mechanism, to perform work that would otherwise consume AI Credits; (c) splitting a single organization’s support operation across multiple accounts or Pricing Plans to avoid thresholds or plan limits; (d) using BoldDesk solely or primarily as a shared inbox, ticketing system, or live chat tool for Human Agents; and (e) provisioning Human Agent accounts for individuals who do not work on Customer’s support operation. Clause (a) does not apply to routing Tickets to Human Agents where applicable law, Section 5.5, or Section 5.7 requires human handling.

4.3 Review and Notice. Syncfusion may monitor Usage Data to assess compliance with this Section. If Syncfusion determines that Customer’s use is outside fair use, Syncfusion will notify Customer in writing, describe the threshold or conduct at issue, including the usage figures Syncfusion relied on, and offer onboarding assistance to increase AI adoption.

4.4 Cure Period. Customer will have thirty (30) days from the date of notice to bring its use within fair use (the “Cure Period”).

4.5 Remedies. If Customer’s use remains outside fair use after the Cure Period, Syncfusion may take reasonable measures to bring Customer’s use within fair use, which may include requiring Customer to move to a Pricing Plan better suited to its actual usage, including a Help Desk Plan, or, for repeated or deliberate circumvention under Section 4.2, suspending or terminating this Agreement under Section 14.

4.6 Good-Faith Exceptions. Syncfusion will consider in good faith any written request for an exception based on legal or regulatory requirements that prevent AI handling of certain Tickets or documented outages of BoldDesk AI Features.

4.7 Support Fair Use. Maintenance and Support services remain subject to the separate fair use limits in Section 15.3.

5. AI Features, Input, and Output

5.1 Input. Customer Data and other content provided by or on behalf of Customer or a Recipient to an AI Feature is referred to as “Input”. Customer retains sole responsibility for all Input and represents and warrants that Customer has the requisite rights, licenses, consents, and notices to provide such Input in connection with Customer’s use of BoldDesk, including any Input submitted by Recipients through channels Customer configures.

5.2 Output. Any content generated, or action taken, by an AI Feature based on or derived from Input is referred to as “Output”. As between Customer and Syncfusion, and to the extent permitted by law, Customer owns Output generated from Customer’s Input. Except for any portions that include Customer’s proprietary Input, Output may be the same as or similar to Output provided to other customers. Consequently, Customer’s rights, title, and interest in that Output are non-exclusive and are limited solely to the permitted uses allowed under this Agreement.

5.3 No Warranty for Output. Due to the nature of AI Features, Output may contain errors, omissions, or inaccuracies, may not reflect current events or Customer’s current policies, and may be subject to third-party rights. Notwithstanding any other provision of this Agreement, Syncfusion does not make any representation or warranty as to the fitness, accuracy, completeness, reliability, or non-infringement of Output, or as to the rights, title, or interest in or to Output.

5.4 Autonomous Operation. BoldDesk AI Agents are designed to respond to Recipients and perform actions without prior human review of each response, according to the instructions, knowledge sources, guardrails, permissions, and escalation rules that Customer configures. Customer acknowledges that AI Agents will send Output to Recipients and may take actions within BoldDesk and connected systems (for example, updating records, issuing credits, or calling APIs and MCP tools) as Customer authorizes. Customer is solely responsible for: (a) the scope of actions and permissions it grants to AI Agents; (b) the knowledge sources, instructions, and policies it provides; (c) configuring escalation to Human Agents for requests that require human judgment; and (d) any Output sent, and any action taken, by an AI Agent operating within the configuration Customer has set.

5.5 Restricted Uses. AI Features are not intended to make final decisions that produce legal or similarly significant effects on individuals, such as decisions about credit, employment, housing, insurance, healthcare, or access to essential services, and are not a substitute for legal, medical, financial, or other professional advice. If Customer uses AI Features in any such context, Customer must ensure meaningful human review, provide any notices, opt-outs, or appeal rights that applicable law requires, and complete any required risk assessment. Customer is solely responsible for that use.

5.6 Testing and Monitoring. Before enabling an AI Agent for Recipients, and after any material change to its configuration, Customer must test the AI Agent’s responses and actions using the preview and testing tools BoldDesk provides. Customer must monitor AI Agent performance on an ongoing basis and correct configurations that produce inaccurate, harmful, or non-compliant Output. Customer is responsible for having an appropriately qualified human confirm the fitness, accuracy, legality, and appropriateness of Output that Customer uses outside of automated Recipient conversations, such as Output published to a knowledge base or used in business decisions.

5.7 AI Disclosure. Customer is responsible for informing Recipients that they are interacting with an AI system where required by applicable law, including Article 50 of the EU Artificial Intelligence Act, U.S. state bot and chatbot disclosure laws, and the FTC Act. Customer must not configure an AI Agent to claim to be human or otherwise deceive Recipients about its nature. BoldDesk provides configurable AI disclosure messages; Customer is responsible for enabling and wording them appropriately for its jurisdictions and channels, and for providing a means to reach a Human Agent where required by law.

5.8 Third-Party LLMs. AI Features may transmit Input to, and receive Output from, LLMs operated by third-party providers listed on the Sub-processors page at https://www.bolddesk.com/legal/sub-processors. Such processing is a specified Business Purpose under Section 8.3. Where BoldDesk permits Customer to connect its own LLM account or API key, Customer’s use of that LLM is governed by Customer’s agreement with that provider, and Syncfusion is not responsible for that provider’s processing.

5.9 No SLA for AI Output Quality. Any service level agreement for BoldDesk addresses platform availability only. It does not cover the accuracy, quality, or resolution rate of AI Features or Output.

5.10 AI Integrations Generally. Syncfusion may incorporate additional AI features and services into BoldDesk. Customer acknowledges: (a) AI-generated content may contain errors, omissions, or inaccuracies, and Customer should verify critical information before acting on it; (b) AI Features assist, and do not replace, professional judgment, especially in critical or regulated applications; (c) Customer is solely responsible for how it uses Output and for any consequences arising from its use, and Syncfusion is not liable for decisions made based on Output, except to the extent caused by Syncfusion’s breach of this Agreement; (d) Customer is responsible for ensuring its use of AI Features complies with applicable local, national, and international laws and regulations; and (e) AI Features may not be suitable for all use cases, especially those requiring legal, medical, financial, or safety-critical decisions.

6. License Grant, Human Agents, and Accounts

6.1 License. Subject to this Agreement, Customer’s Pricing Plan, and continuous payment of the License Fee, Syncfusion grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Licensed Product solely to provide customer and employee support and related communications for Customer’s own business, including through AI Agents and Human Agents. The Licensed Product is licensed and not sold. All use shall be made in accordance with the Documentation and this Agreement. Customer receives no rights to the Licensed Product other than those specifically granted herein, and Syncfusion reserves all other rights.

6.2 Human Agent Provisioning. Syncfusion will provision named Human Agent accounts as set out in Customer’s Pricing Plan, subject to Section 4. Each individual who accesses or uses the Licensed Product as a Human Agent must have his or her own named Human Agent account, including where Customer’s Pricing Plan allows an unlimited number of Human Agents. Each Human Agent account is for one named human individual and may not be shared, used by more than one person, or operated by an AI Agent or Third-Party AI Agent. Human Agent accounts may not be resold, sublicensed, or otherwise provided to any third party. Human Agent accounts may be reassigned when an individual permanently leaves Customer’s support operation.

6.3 Third-Party AI Agents. Customer may connect Third-Party AI Agents to BoldDesk only as permitted by Customer’s Pricing Plan. Usage by Third-Party AI Agents may consume AI Credits or API quota at the rates stated in Customer’s Pricing Plan or the Documentation. Customer is responsible for all actions taken by its Third-Party AI Agents as though they were Customer’s own.

6.4 Responsibility for Human Agents and API Users. Customer will ensure that its Human Agents, API Users, and anyone acting on its behalf comply with this Agreement. Customer is responsible for their acts and omissions as though they were those of Customer, and any breach by them is Customer’s breach. Customer is responsible for ensuring Human Agents are competent professionals who understand the security risks associated with transmitting data and using the Licensed Product.

6.5 Account Registration and Credentials. Any registration information Customer provides must be accurate, current, and complete, and Customer must keep it updated so that Syncfusion can send notices by email or through the account. Customer must ensure that all individuals who can access BoldDesk keep their user IDs, passwords, API keys, and other credentials strictly confidential. Customer must promptly notify Syncfusion of any unauthorized use it becomes aware of. Customer is responsible for all actions taken through its accounts and credentials and for correctly configuring roles, permissions, and controls.

6.6 BoldDesk API. Customers whose Pricing Plan includes the BoldDesk API may embed BoldDesk in Customer Applications and distribute such Customer Applications, on a rental or subscription basis, to Non-Programmatic End Users only, and only while under an active subscription. Only Customer’s Applications may link to, access, or call BoldDesk. Customer must include license checks in all distributed Customer Applications to ensure BoldDesk cannot be Programmatically Accessed by anyone other than Customer and its API Users. Any third party that desires Programmatic Access or distribution rights must obtain its own license from Syncfusion.

6.7 Trial Licenses. Syncfusion may grant Customer a non-exclusive, non-transferable, non-sublicensable, limited right to use the Licensed Product free of charge, solely for purposes of evaluating whether to purchase a subscription, for internal operations during the evaluation period stated on the applicable pricing page. Trial accounts may include a limited allocation of AI Credits. Trial use is provided “as is” without warranty.

6.8 Community License and Promotional Offerings. Community Licenses are subject to Appendix B (Community License Addendum) and Promotional Offerings are subject to Appendix C, each of which remains in effect as currently published except that AI Credit allocations for Community Licenses are as stated in the applicable Pricing Plan.

6.9 Electronic Delivery. The Licensed Product and Documentation are delivered electronically and are deemed delivered when made available for access (“Delivery”).

6.10 Breach. A breach of this Section 6 is a material breach of this Agreement.

7. Restrictions and Acceptable Use

7.1 Product Restrictions. Customer, and anyone acting on Customer’s behalf, will not: (a) distribute BoldDesk in stand-alone form; (b) reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code, model weights, system prompts, or underlying components of BoldDesk; (c) copy, modify, translate, patch, or create derivative works of BoldDesk; (d) circumvent, disable, or interfere with security-related features, usage meters, or AI Credit controls; (e) use robots, spiders, scrapers, or other automated means other than the BoldDesk API to access or monitor BoldDesk; (f) take any action that imposes, in Syncfusion’s reasonable judgment, an unreasonable or disproportionately large load on Syncfusion’s infrastructure; (g) use BoldDesk to develop a Competing Product, meaning any product identical to or substantially the same as BoldDesk that is (or could reasonably be anticipated to be) marketed to compete with BoldDesk; or (h) use any Syncfusion trademarks without Syncfusion’s prior written consent.

7.2 No AI Training on the Licensed Product. Customer, or anyone acting on its behalf, may not use the Licensed Product, its Documentation, or Output that reproduces BoldDesk’s code, prompts, or proprietary content to train or improve any machine learning model, including artificial intelligence, natural language processing, or data mining systems, or include them in any training dataset. Customer must configure relevant third-party tools and settings to prevent such use. Nothing in this Section 7.2 restricts Customer from using its own Customer Data or Output for its own purposes. Any breach of this Section 7.2 is a material breach.

7.3 Restricted Data. Customer will not submit the following to BoldDesk unless Customer’s Pricing Plan or a signed addendum expressly permits it: (a) payment card data subject to PCI DSS; (b) protected health information under HIPAA, unless Customer and Syncfusion have executed a Business Associate Agreement, and even then AI Features may process protected health information only where the Documentation states that the relevant AI Feature supports it; (c) government-issued identification numbers, biometric data, or precise geolocation data, beyond what is incidentally contained in Recipient messages; or (d) personal information of children under thirteen (13), or under the age set by applicable law, collected in violation of COPPA or similar laws. Customer should configure AI Agents and redaction features to avoid soliciting such data.

7.4 Acceptable Use. Customer, and anyone acting on its behalf, including through AI Agents, will not use BoldDesk to:

1. breach or circumvent any security or authentication measure, or access non-public areas of BoldDesk or shared areas to which Customer has not been invited;
2. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of BoldDesk;
3. access, search, or create accounts by any means other than Syncfusion’s publicly supported interfaces;
4. send unsolicited communications, promotions, advertisements, or spam, or send messages in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or similar laws, including AI-generated or prerecorded voice calls or texts without required consent;
5. send altered, deceptive, or false source-identifying information, including by spoofing or phishing;
6. impersonate any person, or configure an AI Agent to represent itself as human;
7. generate or distribute content that is unlawful, defamatory, fraudulent, harassing, unlawfully pornographic, or that promotes violence, or that advocates bigotry or hatred against any person or group based on race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
8. use AI Features to make unlawful discriminatory decisions about individuals;
9. attempt prompt injection, jailbreaking, or other techniques intended to cause AI Features to bypass safety controls, disclose system instructions, or produce prohibited Output;
10. violate anyone’s privacy, publicity, intellectual property, or Personal Data rights;
11. make improper use of Syncfusion’s support services, or submit false reports of abuse, misconduct, or defects;
12. harass or abuse Syncfusion personnel or representatives; or
13. violate any applicable law or the terms of any third-party product or channel connected to BoldDesk.

7.5 Enforcement. Customer acknowledges and agrees that a breach of this Section 7 is a material breach of this Agreement. Syncfusion may suspend the affected features or accounts under Section 14.4 while it investigates a suspected breach.

8. Customer Data, Privacy, and Security

8.1 Ownership. As between the parties, Customer owns all Customer Data. Customer permits Syncfusion and its Sub-processors to process Customer Data solely to provide the Services.

8.2 Customer Responsibilities. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of, and copyright permissions for, all Customer Data. Customer represents and warrants that it has provided all notices and obtained all consents and rights required by applicable law, including Data Protection Laws, for Syncfusion to process Customer Data as described in this Agreement, including transmission of Input to LLM providers under Section 5.8. Customer is responsible for its own privacy notices to Recipients and for responding to Recipients’ privacy requests as the business or controller.

8.3 CCPA Service Provider Terms. With respect to PII (as defined in Section 2, which includes “personal information” as defined in the CCPA) that is subject to the CCPA and that Syncfusion processes on Customer’s behalf under this Agreement (“Customer PII”):

1. Business purposes. Customer discloses Customer PII to Syncfusion only for the following limited and specified business purposes: (i) hosting, storing, and displaying tickets, conversations, contact records, and knowledge content; (ii) routing, triaging, and responding to support requests through AI Agents and Human Agents, including transmitting Input to LLM providers to generate Output; (iii) sending communications on Customer’s behalf through configured channels; (iv) providing analytics and reports to Customer about its own support operation; (v) providing Maintenance and Support; (vi) detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and debugging to identify and repair errors; and (vii) improving the Services as permitted by the CCPA regulations, provided that Syncfusion does not use Customer PII to perform services for any other person or to train AI models made available to other customers (together, the “Business Purposes”).
2. No selling or sharing. Syncfusion will not sell or share (as “sell” and “share” are defined in the CCPA) Customer PII.
3. Purpose limitation. Syncfusion will not retain, use, or disclose Customer PII for any purpose, including any commercial purpose, other than the Business Purposes or as otherwise permitted by the CCPA and its regulations.
4. Relationship limitation. Syncfusion will not retain, use, or disclose Customer PII outside the direct business relationship between Syncfusion and Customer, and will not combine Customer PII with PII it receives from or on behalf of another person or collects from its own interactions with consumers, except as permitted by the CCPA and its regulations.
5. Compliance and equal protection. Syncfusion will comply with applicable obligations under the CCPA and its regulations and will provide the same level of privacy protection as the CCPA requires of businesses, including implementing reasonable security procedures and practices appropriate to the nature of the information, in accordance with California Civil Code section 1798.81.5.
6. Customer oversight. Customer may take reasonable and appropriate steps to ensure that Syncfusion uses Customer PII consistent with Customer’s CCPA obligations. Syncfusion will satisfy such steps by making available, no more than once every twelve (12) months, its most recent SOC 2 Type II report or equivalent third-party assessment, and by responding to reasonable written security questionnaires.
7. Notice of inability to comply. Syncfusion will notify Customer within ten (10) business days after it determines that it can no longer meet its obligations under the CCPA and its regulations.
8. Remediation. Upon notice, Customer may take reasonable and appropriate steps to stop and remediate Syncfusion’s unauthorized use of Customer PII, including requiring Syncfusion to provide documentation verifying that it no longer retains or uses the PII of consumers who have made a valid request to delete.
9. Consumer requests. Syncfusion will provide tools within BoldDesk, and reasonable assistance where those tools are insufficient, to enable Customer to respond to consumer requests to know, delete, correct, and limit use of sensitive personal information. Customer will inform Syncfusion of any consumer request that Syncfusion must act on and provide the information necessary to do so. Syncfusion will promptly forward to Customer any consumer request it receives directly that relates to Customer PII.
10. Sub-processors. Syncfusion will engage Sub-processors only under written contracts that impose obligations at least as protective as this Section 8.3. Syncfusion will maintain a current list of Sub-processors at https://www.bolddesk.com/legal/sub-processors and will give notice of new Sub-processors as described in the DPA.
11. Assessments and ADMT. Syncfusion will provide information reasonably necessary for Customer to complete any risk assessment, cybersecurity audit, or automated decision-making technology obligation that applies to Customer under the CCPA regulations, to the extent the information relates to the Services.
12. Deidentified data. If Syncfusion receives deidentified information from Customer, it will take reasonable measures to ensure the information cannot be associated with a consumer or household, will publicly commit not to reidentify it, and will contractually require any recipient to do the same.
13. Certification. Syncfusion certifies that it understands and will comply with the restrictions in this Section 8.3.

8.4 Other U.S. State Privacy Laws. Where other U.S. state privacy laws require processor contract terms, Syncfusion will process Personal Data only on Customer’s documented instructions, ensure that its personnel are subject to confidentiality duties, delete Personal Data at the end of the Services as described in Section 14.8, make available information necessary to demonstrate compliance, and assist Customer with data protection assessments, each as further described in the DPA.

8.5 Security. Syncfusion will protect Customer Data in accordance with the BoldDesk Security Policy at https://www.bolddesk.com/legal/security. Customer acknowledges that use of BoldDesk involves transmitting data over networks and to channels (such as email, SMS, and messaging platforms) that Syncfusion does not own or control, and Syncfusion is not responsible for data while it is in transit over those third-party networks or held by those third-party channels.

8.6 Usage Data. Syncfusion may collect and use Usage Data to operate, secure, bill for, and improve BoldDesk, including to measure AI Credit consumption and compliance with Section 4.

8.7 Security Policies. Syncfusion maintains its own information security policies and procedures. Customer’s own security or InfoSec policies are not binding on Syncfusion unless expressly agreed in a signed writing. Customer is on notice of BoldDesk’s Security Policy, Privacy Policy, Cookie Policy, AI Disclaimer, and Sub-processors list, available at https://www.bolddesk.com/legal. These policies are not part of this Agreement, except as expressly incorporated, and Syncfusion may revise them provided the revision does not reduce the protections in this Section 8.

9. Third-Party Services and Open Source

9.1 Third-Party Services. BoldDesk lets Customer connect third-party services, including messaging channels (such as WhatsApp, Facebook, Instagram, Microsoft Teams, Slack, and SMS providers), telephony, LLMs, CRMs, and other integrations (“Third-Party Services”). No third-party licenses are included with this Agreement. Customer may need to obtain separate licenses or accounts, and Customer’s use of each Third-Party Service is governed by Customer’s agreement with its provider, including that provider’s privacy policy.

9.2 No Responsibility for Third-Party Services. Syncfusion does not endorse and is not responsible for Third-Party Services, including their availability, security, or processing of Customer Data once Customer directs it to them. Syncfusion may provide documentation or technical guidance to help with integration without assuming responsibility for the Third-Party Service. If a Third-Party Service provider changes or discontinues its interface or terms, Syncfusion may modify or discontinue the related integration without liability.

9.3 Required Removal. If Customer receives notice that a Third-Party Service may no longer be used, or must be removed, modified, or disabled to avoid violating applicable law, third-party rights, or Syncfusion policies, Customer will promptly do so and, if requested, confirm in writing. If Customer does not do so, Syncfusion may disable the integration or, for repeated violations, terminate under Section 14.

9.4 Customer Responsibility. By integrating Third-Party Services, Customer is solely responsible for complying with applicable privacy laws and restrictions in connection with its and its Human Agents’ use of data through those services. Customer will indemnify Syncfusion as provided in Section 12.7 for any claim arising from Customer’s use of a Third-Party Service without proper licenses or in violation of its terms.

9.5 Open Source. BoldDesk may contain open source components subject to open source licenses. A list is available upon request (Appendix A). Syncfusion provides links to those licenses for convenience only. Nothing in this Agreement limits Customer’s rights under, or grants rights that supersede, an applicable open source license.

10. Title, Improvements, and Feedback

10.1 Title. No title to or ownership in BoldDesk is transferred to Customer, even where BoldDesk is embedded in Customer Applications. Title to and all rights in patents, copyrights, trademarks, and trade secrets in BoldDesk, including AI Agents, prompts, models, and workflows supplied by Syncfusion, remain with Syncfusion. BoldDesk, including the ideas, concepts, know-how, and technology it contains, is proprietary and confidential to Syncfusion and contains Syncfusion’s trade secrets. Customer agrees to observe that proprietary, confidential, and trade secret nature. Customer is responsible for the acts and omissions of its Human Agents, and of any Third-Party AI Agents it connects to BoldDesk, relating to this Agreement as though they were those of Customer. Any breach of the terms of this Agreement by any such Human Agent or Third-Party AI Agent will be considered Customer’s breach.

10.2 Improvements. If Customer modifies, improves, or creates derivative works of or from BoldDesk or any part of it (collectively, “Improvements”), Syncfusion shall own all right, title, and interest, including all intellectual property rights, in such Improvements, and Customer hereby assigns any such rights to Syncfusion. No amount is payable by Syncfusion for this assignment. For clarity, Customer Data, Output, and Customer’s own AI Agent instructions, knowledge content, and workflows built using BoldDesk’s configuration tools are not Improvements and remain Customer’s.

10.3 Feedback. Customer and its Human Agents may provide feedback, including reviews, comments, and feature requests (“Feedback”). Syncfusion may use, implement, or reject Feedback without restriction or obligation. Customer irrevocably assigns to Syncfusion any right, title, and interest it may have in Feedback and waives any claims relating to it.

10.4 Ownership. Customer shall retain all right, title, and interest in and to Customer Data, Output as provided in Section 5.2, and any intellectual property owned by Customer or developed by Customer independently and without use of or reference to BoldDesk. Nothing in this Agreement grants Customer any right, title, or interest in or to BoldDesk, the Licensed Product, the Documentation, or any other Syncfusion intellectual property, including where the Licensed Product is embedded in Customer Applications, except the limited license expressly granted in Section 6. This includes any modifications, enhancements, Improvements, or derivative works of any of the foregoing, by whomever made, all of which shall remain the sole and exclusive property of Syncfusion, subject to the exclusions for Customer Data, Output, and Customer’s own configurations stated in Section 10.2. For the avoidance of doubt, this Section 10.4 supplements, and shall not be deemed to conflict with or limit, Sections 7 (Restrictions and Acceptable Use), 10.1 (Title), and 10.2 (Improvements), which remain in full force and effect.

11. Warranty

11.1 Limited Warranty. DURING THE PERIOD OF FORTY-FIVE (45) DAYS COMMENCING FROM THE FIRST DATE OF PAID USE OF THE LICENSED PRODUCT (“COMMENCEMENT DATE”), SYNCFUSION WARRANTS, FOR CUSTOMER’S EXCLUSIVE BENEFIT, THAT THE LICENSED PRODUCT, IF OPERATED AS DIRECTED IN THE DOCUMENTATION, SHALL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONAL SPECIFICATIONS IN THE DOCUMENTATION. THIS WARRANTY DOES NOT APPLY TO OUTPUT, AI RESOLUTION RATES, OR THIRD-PARTY SERVICES. IN THE EVENT OF A BREACH OF THIS WARRANTY, CUSTOMER’S SOLE REMEDY IS A REFUND OF AMOUNTS PAID TO SYNCFUSION FOR THE AFFECTED SUBSCRIPTION, LESS THE VALUE OF AI CREDITS CONSUMED, WHICH MUST BE REQUESTED IN WRITING NO LATER THAN THE 45TH DAY FROM THE COMMENCEMENT DATE. IF CUSTOMER USES THE LICENSED PRODUCT FOR MORE THAN FORTY-FIVE (45) DAYS WITHOUT REQUESTING SUCH REFUND IN WRITING, CUSTOMER ACCEPTS THE SERVICES “AS IS.”

11.2 Disclaimer of Reliability. SYNCFUSION DOES NOT WARRANT THAT BOLDDESK OR ACCESS TO AND USE OF BOLDDESK WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT BOLDDESK IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. SYNCFUSION OFFERS NO WARRANTY: (I) THAT BOLDDESK, INCLUDING ANY ANTI-SPAM OR SAFETY FEATURES, WILL DETECT, BLOCK, OR PREVENT ALL VIRUSES, SPAM, PROMPT INJECTION, OR OTHER HARMFUL OR UNWANTED CODE, CONTENT, OR INTRUSIONS; (II) THAT AI AGENTS WILL RESOLVE ANY PARTICULAR SHARE OF CUSTOMER’S SUPPORT VOLUME; (III) THAT OUTPUT WILL BE ACCURATE, COMPLETE, LAWFUL, OR NON-INFRINGING; OR (IV) THAT BOLDDESK WILL BE WITHOUT DISRUPTION OR OUTAGES. FROM TIME TO TIME, SYNCFUSION MAY NEED TO TAKE BOLDDESK OFFLINE FOR MAINTENANCE AND SUPPORT.

11.3 General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.1, BOLDDESK, AI FEATURES, OUTPUT, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND SYNCFUSION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

11.4 Scope. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SYNCFUSION DOES NOT DISCLAIM ANY WARRANTY THAT IT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

12. Indemnification

12.1 Syncfusion Copyright Indemnity. Subject to the Limitation of Liability set forth in Section 13, Syncfusion shall indemnify Customer in any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright.

12.2 Scope. Indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights.

12.3 Conditions. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim.

12.4 Payment of Awards. Subject to the Limitation of Liability set forth in Section 13 and the terms and conditions herein, Syncfusion shall pay all damages and costs finally awarded against Customer following the final resolution of any such claim before a court of competent jurisdiction. Syncfusion shall not be responsible for any compromise made without its consent.

12.5 Remedies. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist, or (b) terminate the affected subscription and refund to Customer prepaid License Fees on a pro-rata basis, including the value of unused purchased AI Credits.

12.6 Exclusions. Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon: (i) the combination of the Licensed Product with any software, service, LLM, or device not supplied by Syncfusion; (ii) any specifications, instructions, or prompts provided by Customer; (iii) modifications to the Licensed Product not performed by Syncfusion; (iv) Customer Data or Input; (v) Output; or (vi) Third-Party Services.

12.7 Customer Indemnity. Customer will indemnify Syncfusion and its affiliates, officers, directors, employees, and agents from, and defend them against, any actual or threatened third-party claim, legal action, or administrative agency action or proceeding (“Claim”), arising from or relating to: (a) Customer’s use or misuse of the Licensed Product; (b) Customer’s breach of this Agreement; (c) Customer Data or Input, including any allegation that it infringes or misappropriates a third party’s rights or was collected or provided in violation of law; (d) Customer’s configuration of AI Agents, and any Output sent or action taken by an AI Agent or Third-Party AI Agent within Customer’s configuration; (e) Customer’s communications to Recipients, including any alleged violation of AI disclosure, telemarketing, anti-spam, consumer protection, or anti-discrimination laws; (f) Customer’s integrations, Customer Applications, or Third-Party Services, including any use without proper licenses or in violation of their terms; (g) Customer’s violation of Export Controls under Section 16; and (h) Customer’s or Recipients’ reliance on the Licensed Product or Output, or results obtained from its use, including any designs, decisions, or actions influenced by such use, whether used singly or in combination with other products or services.

12.8 Customer Indemnity Procedure. Syncfusion will provide Customer with prompt written notice of a Claim and reasonable assistance with its defense at Customer’s expense. Customer will have sole authority to defend or settle a Claim, provided that any settlement does not impose any obligation or admission of liability on Syncfusion without Syncfusion’s prior written consent.

12.9 Exclusive Remedy. This Section 12 states each party’s sole and exclusive liability, and the other party’s exclusive remedy, for third-party claims of the kind described in it.

13. Limitation of Liability

13.1 Customer Responsibility. The Licensed Product, including AI Agents, is not intended to replace the professional skills and judgment of Customer and its Human Agents. Customer alone shall be responsible for the accuracy and adequacy of information and Customer Data furnished for processing, for the configuration of AI Agents, and for any use made by Customer of the Output produced or any reliance thereon by Customer, Recipients, or users of Customer Applications. Customer shall also be responsible for the continued operation and maintenance of its own equipment and third-party software used with the Licensed Product. Customer assumes all risks and liability for results obtained by the use of the Licensed Product, whether used singly or in combination with other products or services.

13.2 Liability Cap. Without limitation of Section 13.1, and to the fullest extent permitted by law, the liability of Syncfusion for any claim relating to the subject matter of this Agreement, regardless of the form of action, whether in contract or tort, including claims of negligence or claims of intellectual property infringement against Syncfusion, shall be limited to the total of all amounts Customer has paid to Syncfusion for the Licensed Product (including AI Credits) that are finally determined by a court of competent jurisdiction or an arbitrator under Section 21.9 to have caused damages or that are related to the cause of action. The limitation of liability hereunder shall be further limited to amounts received by Syncfusion from Customer during the twelve (12) months before the date that Customer provides Syncfusion with written notice of such claim. Syncfusion is not required to spend more than the amounts received by Syncfusion from Customer during the twelve (12) months before the date that Customer provides notice of a claim, including for attorneys’ fees, court costs, settlements, judgments, and reimbursement of costs.

13.3 Exclusion of Damages. In no event shall Syncfusion be liable for any incidental, indirect, exemplary, special, or consequential damages including, without limitation, loss of use, loss of profits, loss of data, loss of goodwill, or the cost of substitute services, even if Syncfusion has been advised of the possibility of such damages. Moreover, Syncfusion will not be subject to any additional liability for any breach of any statutory obligation that is beyond the explicit remedies noted in any such statute, and the maximum liability of Syncfusion will be subject to the limitation of liability noted in this Section.

13.4 AI and Automated Actions. Without limiting Section 13.2, Syncfusion shall have no liability for any loss arising from Output, or from any action taken by an AI Agent or Third-Party AI Agent, that was within the instructions, knowledge sources, permissions, and guardrails configured by Customer.

13.5 Extent Permitted by Law. If applicable law limits the application of any of the provisions stated herein, Syncfusion’s liability will be limited to the maximum extent permissible. Nothing in this Agreement limits liability that cannot be limited under applicable law, such as liability for fraud.

13.6 Time Limit. No action, regardless of form, relating to the transactions under this Agreement may be brought by Customer more than one (1) year after the event giving rise to the cause of action has occurred.

13.7 Patent Claims. For the avoidance of doubt, Syncfusion assumes no liability whatsoever under any circumstances that may arise from a claim of patent infringement against Customer or a licensee of Customer’s products.

13.8 Open Source and Third-Party Software. Customer acknowledges and agrees that Syncfusion disclaims and therefore accepts no liability, in any form, for any claim relating to any open source software or Third-Party Services, or for any data loss caused by Customer’s use of any open source software or Third-Party Services in any manner or form.

13.9 No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, or any liability to any person or entity not a party to this Agreement, including Recipients. There are no third-party beneficiaries to this Agreement, except as expressly provided in the DPA, including the Standard Contractual Clauses.

14. Term, Suspension, and Termination

14.1 Term. The license rights granted under this Agreement commence at the earlier of (i) payment of the subscription fee or (ii) initial access to the Licensed Product, and continue for the subscription term stated in Customer’s Pricing Plan. Subscriptions renew automatically under Section 3.4 unless cancelled before the renewal date.

14.2 Cancellation by Customer. Customer may cancel automatic renewal at any time through the Customer License Portal or by written notice. Cancellation takes effect at the end of the then-current subscription term. Customer is responsible for cancelling automatic renewals if it no longer intends to use the Licensed Product.

14.3 Termination for Breach. Syncfusion may terminate this Agreement if Customer materially breaches it and fails to cure the breach within ten (10) business days after written notice. Syncfusion may also terminate immediately, without a cure period, for a material breach that by its nature cannot be cured, including breaches of Sections 6, 7, or 16, or deliberate circumvention under Section 4.2.

14.4 Suspension. Syncfusion may suspend access to all or part of the Licensed Product, including AI Features, if: (a) Customer fails to pay undisputed fees within ten (10) days after notice; (b) Syncfusion reasonably believes Customer’s use poses a security risk, may cause harm to Syncfusion, other customers, or Recipients, or violates Section 7 or applicable law; or (c) suspension is required by law or by a Third-Party Service provider. Syncfusion will give advance notice where practicable, limit the suspension to what is reasonably necessary, and restore access promptly once the cause is resolved.

14.5 Non-Payment. If Customer fails to pay required fees, Syncfusion will give written notice of the default. If the default is not remedied in full within ten (10) days of such notice, all licenses granted hereunder may be revoked.

14.6 Inactive Accounts. Free, trial, and Community accounts that are inactive for more than six (6) months may be scheduled for deletion after at least thirty (30) days’ notice to the account owner’s email address.

14.7 Effect of Termination. Upon termination or expiration: (a) all licenses and access rights end and all use of BoldDesk is prohibited; (b) unused AI Credits are forfeited, except as stated in Section 12.5; (c) if Customer or its API Users have embedded the Licensed Product in any Customer Application, Customer must, within thirty (30) days, or immediately if Syncfusion terminates this Agreement for Customer’s material breach: (i) cease all use of the BoldDesk API and destroy any keys, tokens, or credentials provided by Syncfusion; (ii) remove the Licensed Product, including all embedded components and any functionality that calls to or relies on it, from all Customer Applications and from any site or server (third-party, cloud, or otherwise) where it has been deployed; and (iii) if requested by Syncfusion, certify such removal in writing. After termination, Customer may not possess, deploy, distribute, lease, license, or provide maintenance for any Customer Application or other software that contains the Licensed Product; and (d) all fees accrued through the termination date become immediately due.

14.8 Customer Data on Termination. Customer is responsible for exporting Customer Data before termination or expiration. Following termination or expiration, Syncfusion will not provide access to Customer Data except where required by law and will not be liable for loss of Customer Data that Customer did not export. Syncfusion will permanently delete Customer Data from the Licensed Product’s systems within a commercially reasonable period after termination or expiration, and from backups as they are overwritten in the ordinary course, except that Syncfusion may retain audit trails and transaction records for as long as reasonably necessary and as required by law. Customer may request deletion of Customer Data before termination or expiration, subject to any legal obligations that require continued storage. Customer remains solely responsible for compliance with any law requiring Customer to retain records.

14.9 Survival. Sections 2, 3 (as to amounts owed), 5.2, 5.3, 7.2, 8 (for so long as Syncfusion retains Customer Data), 9.4, 10, 11, 12, 13, 14.7, 14.8, 14.10, 16, 18, and 21 survive expiration or termination of this Agreement.

14.10 No Re-Registration. If Syncfusion terminates or suspends Customer’s account for breach of this Agreement, Customer may not register a new account, whether under its own name, another name, or the name of a third party acting on its behalf, without Syncfusion’s prior written consent.

15. Maintenance and Support

15.1 Included Support. Maintenance and Support is included during an active subscription term and is provided under Syncfusion’s then-current BoldDesk Service Level Agreement at https://www.bolddesk.com/legal/sla. Termination of the subscription terminates Maintenance and Support.

15.2 Support Requests. Maintenance and Support is provided to Customer only. Support requests must be submitted by Customer’s Human Agents on Customer’s own behalf, not by or for a third party. Customer may not use any third party to provide maintenance, support, or updates to the Licensed Product.

15.3 Support Fair Use. Maintenance and Support is subject to fair use limits, currently up to one hundred sixty (160) hours of work each month. Syncfusion will review support requests from any customer submitting at least ten times the average number of requests to determine whether they exceed reasonable industry-standard use. Syncfusion may limit, suspend, or terminate Maintenance and Support if Customer abuses it, including through excessive use of support resources, unreasonable demands on support personnel, or Bullying or Harassing Behavior.

15.4 Data in Support Tickets. Customer shall not provide actual data in support tickets, logs, or screenshots, including Customer Data, Personal Data, passwords, license keys, access tokens, or private keys. Customer shall use only dummy data, such as sample or redacted documents, to reproduce issues. If Customer submits actual data in breach of this Section, Customer does so at its own risk, and Syncfusion shall have no liability, in any form, for such data.

16. Export and Sanctions

Customer acknowledges that BoldDesk may be subject to the export control and economic sanctions laws of the United States and other applicable jurisdictions, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“Export Controls”). Customer will comply with Export Controls and represents and warrants that it is not, and is not owned or controlled by, a person on any U.S. government restricted-party list, and is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions. Customer will not access BoldDesk from, or permit access by, any such country, region, or person, or use BoldDesk for any purpose prohibited by Export Controls, including activities related to nuclear, missile, chemical, or biological weapons. Customer shall, at its expense, defend Syncfusion and its affiliates from any third-party claim or action arising out of Customer’s violation or alleged violation of Export Controls (an “Export Claim”) and shall pay any judgments or settlements reached in connection with the Export Claim as well as Syncfusion’s costs of responding to it.

17. Government Contracting

If BoldDesk is used in connection with providing goods or services to the United States government or any other government agency, Customer shall ensure that no government agency or entity acquires any rights of any nature in the Licensed Product beyond those granted to Customer in this Agreement. BoldDesk is commercial computer software and commercial computer software documentation as defined in the Federal Acquisition Regulation. Customer is solely responsible for determining whether BoldDesk is permitted under applicable government regulations.

18. Taxes

The License Fee and any other amounts payable under this Agreement are exclusive of all national, state, regional, local, municipal, or other taxes and fees, including excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes, customs duties, and registration fees now in force or enacted in the future. All such taxes and fees, except taxes based on Syncfusion’s net worth, capital, or net income, shall be paid by Customer or, if paid by Syncfusion, reimbursed by Customer. If Customer is required by law to deduct or withhold taxes from any payment, Customer must notify Syncfusion in writing, and Syncfusion may increase the gross amount of the payment so that the net amount received is not less than it would have been without the deduction or withholding.

19. Notice

Any notice under this Agreement shall be in writing. Notice is effective upon receipt when sent by U.S. Mail, postage prepaid, or certified mail, return receipt requested, addressed to the parties as set forth above, or on the date transmission is completed when delivered by email. Syncfusion may also give notice of changes to policies, AI Credit rates, and these Terms through the Customer License Portal. Either party may change its notice address on written notice to the other.

20. Changes Required by Law

Syncfusion may modify AI Features, data handling, or these Terms as reasonably necessary to comply with new or changed laws.

21. General Clauses

Provision	Clause
21.1 Assignment	Customer may not assign any of its obligations, rights, or remedies hereunder without Syncfusion’s prior written consent, and any such attempted assignment shall be null and void.
21.2 Entire Agreement and Waiver	This Agreement constitutes the complete understanding between the parties with respect to the subject matter herein. The waiver or failure of either party to exercise any right shall not be deemed a waiver of any further right. Except as provided in the Read the Terms Carefully section, this Agreement may not be waived, altered, amended, or modified except in a writing directly referencing the Agreement and signed by authorized representatives of both parties.
21.3 Independent Contractors	The parties are acting as independent contractors. Under no circumstances shall any employee of one party act on behalf of, or be deemed an employee of, the other party for any purpose.
21.4 Logos	Syncfusion may use Customer’s name and logo in a list of Syncfusion’s customers, but will not make any statement about the relationship between the parties without Customer’s permission. Syncfusion will remove Customer’s name and logo upon sixty (60) days’ written notice from Customer.
21.5 CAN-SPAM	Customer acknowledges and agrees that Syncfusion shall have the right, but no obligation, to provide communications to Customer, in multiple forms, to include email, without a violation of any email regulation or law, including but not limited to the CAN-SPAM Act of 2003 or similar laws and/or regulations. Customer may opt out of receiving marketing emails by contacting sales@syncfusion.com.
21.6 Intended Purpose	To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. If a court of competent jurisdiction holds a provision invalid or unenforceable, it will be interpreted to fulfill its intended purpose to the maximum extent permitted, and the remaining provisions will continue in full force and effect.
21.7 Injunctive and Equitable Relief	Customer’s obligations under Sections 7, 10, and 16 are of a special and unique character, and Syncfusion cannot be adequately compensated in damages for their breach. Syncfusion shall, in addition to other available remedies, be entitled to injunctive and other equitable relief for any breach or threatened breach of those obligations.
21.8 Force Majeure	Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, internet or utility failures, or outages of third-party LLM or cloud providers, except for Customer’s payment obligations.
21.9 Arbitration	Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three (3), with one (1) named by each party and the third chosen by the other two (2). The place of arbitration shall be Raleigh, North Carolina, and the laws of North Carolina shall apply. Judgment on the award may be entered in any court having jurisdiction.
21.10 Mandatory Arbitration, Waiver of Class Actions	PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. The arbitration will be conducted in Customer’s individual capacity only and not as a class action or other representative action, and Customer expressly waives its right to file a class action or seek relief on a class basis. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST SYNCFUSION ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that this class action waiver is void or unenforceable, or that an arbitration can proceed on a class basis, then the arbitration provisions above will be null and void in their entirety and the parties will be deemed not to have agreed to arbitrate disputes.
21.11 Governing Law and Venue	This Agreement shall be governed by the substantive laws of the State of North Carolina without regard to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 21.9, sole jurisdiction and venue for any dispute shall be in a federal or state court located in Wake County, North Carolina.
21.12 Bullying and Harassing Behavior	Customer may not display Bullying or Harassing Behavior when engaging with Syncfusion’s employees or associates; such acts constitute a material breach of this Agreement. “Bullying or Harassing Behavior” means any written, electronic, or verbal communication, or physical act, that is insulting, hurtful, hostile, vindictive, cruel, or malicious and may cause humiliation or intimidation, including acts reasonably perceived as motivated by any actual or perceived characteristic such as race, color, religion, ancestry, national origin, gender, socioeconomic status, gender identity, physical appearance, sexual orientation, or mental, physical, developmental, or sensory disability.
21.13 Order of Precedence	In the event of a conflict between the DPA and these Terms of Use, the DPA controls solely as to the processing of Personal Data; in all other respects, these Terms of Use control.
21.14 License Compliance and Verification	Syncfusion may determine, in its sole discretion, whether Customer’s use of the Licensed Product is within the scope of Customer’s Pricing Plan and this Agreement. Customer will promptly provide any information Syncfusion reasonably requests for this purpose. Failure to cooperate is a material breach that is not subject to cure, and Syncfusion may immediately terminate this Agreement without further notice, in which case Customer must immediately cease all use of, and remove, the Licensed Product.

Appendix A – BoldDesk Third-Party Software

Customer acknowledges and agrees that the Licensed Product contains certain features that may contain third-party software. A list of all third-party software is provided below. Syncfusion provides the accompanying internet links for Customer’s convenience only and makes no representation or warranty of any kind with regard thereto.

Customer acknowledges and agrees that Customer remains solely liable for any claims that arise from Customer’s incorporation of the third-party software into Customer products and that Syncfusion shall have no liability whatsoever under any circumstances.

Customer hereby acknowledges and agrees that the Licensed Product contains certain features that (i) are licensed from third parties and are subject to additional terms or third-party licenses or (ii) allow Customer to implement or interface with third-party products that are subject to separate agreements. Customer further acknowledges that the list of such features may change as newer versions of the Licensed Product are released by Syncfusion. Customer is required to obtain all third-party licenses.

All internet links are provided by Syncfusion for Customer’s convenience only, and Syncfusion makes no representation or warranty of any kind with regard thereto.

Syncfusion shall have no liability whatsoever for, nor provide any indemnification to, Customer under any circumstances for any claims that may arise against Customer related to Customer’s use of such third-party software.

Customer agrees that Customer will fully indemnify Syncfusion in the event a third party files any claim against Syncfusion regarding any Customer use of a third-party product in connection with BoldDesk where Customer has not obtained proper licenses.

Appendix B – Community License Addendum

Community Licenses for BoldDesk are subject to the additional terms and conditions set forth herein.

Community Licenses are not available to any government agency or any quasi-government agency regardless of the size of such agency or its budget.

In addition to all requirements noted below, should Syncfusion request a Case Study and/or Review, Customer must prepare a Case Study, where Case Study shall mean a written blog and videos describing Customer’s use of the Licensed Product, and/or provide a Review, where a Review means a truthful and unbiased written testimonial based on Customer’s use of the Licensed Product, submitted to sites such as G2 and Capterra.

Customer shall have one month from the date of Syncfusion’s request to prepare such Case Study and/or Review. In the event Syncfusion requests a Case Study and/or Review and Customer does not wish to prepare a Case Study and/or Review within the one-month time frame, the Community License will be immediately terminated.

Community Licenses may be used by individuals for any legal purpose, including commercial use, subject to each limitation set forth in this Agreement. Individuals may not use any BoldDesk licensed under the Community License on behalf of any entity or organization unless the entity or organization would itself qualify for Community Licenses with the criteria set forth below.

In order to qualify for a Community License, an entity or other organization must meet all of the following requirements:

An entity or organization must have gross annual revenues of less than One Million United States Dollars ($1,000,000.00 USD), or equivalent in foreign currency, during each year that Customer desires to remain a licensee under a Community License. Syncfusion reserves the sole right to make a final determination as to whether Customer shall initially qualify for, and subsequently maintain, the right to hold a Community License.

For the purpose of determining and maintaining eligibility for a Community License, there shall be absolutely no exceptions made when determining gross annual revenues. If an entity or organization is controlled by another entity or organization, the controlling entity or organization must also meet the gross annual revenue requirement when aggregating all such entities owned or controlled by the parent entity or organization.

Community Licenses can also be used by non-profit organizations with an annual total budget of less than One Million United States Dollars ($1,000,000.00 USD) or equivalent in foreign currency.

An entity or organization may not have ever received more than Three Million United States Dollars ($3,000,000.00 USD) in capital from an outside source such as private equity or venture capital in order to be eligible for the community license.

An entity or organization may not have more than five (5) total developers. No entity or organization may hold more than five (5) Community Licenses at any given point in time. Holding more than five (5) Community Licenses at any point in time will automatically make the entity or organization ineligible for Community Licenses from that point forward, and the entity or organization shall remain ineligible even if the number of Community Licenses should subsequently fall back under this numerical limit.

An entity or organization must have 10 or fewer total employees.

Syncfusion reserves the right to request, and Customer shall promptly provide, all reasonable cooperation to verify Customer’s eligibility for obtaining and/or maintaining Community Licenses, including access to validating documentation as needed.

Community Licenses are non-transferable under any and all circumstances.

Syncfusion does allow non-University level classrooms to use Syncfusion’s community license, for classroom educational instruction only, so long as they notify Syncfusion and do not use Syncfusion in any commercial applications.

Customer cannot use Community Licenses to provide services on behalf of another entity or organization unless the entity or organization to which the service is provided is also eligible for Community Licenses under the terms set forth herein.

Community Licenses do not require renewals as the license will continue to be valid perpetually so long as the Customer continues to be eligible to hold a Community License under the terms of this Section.

If Customer becomes ineligible as set forth herein to continue as a licensee under a Community License, Customer shall immediately notify Syncfusion of such occurrence and upgrade to a standard commercial license. Failure to notify Syncfusion within sixty (60) days of eligibility constitutes a material breach of the Agreement.

Community Licenses never include access to source code editions of BoldDesk. Customers that desire a source code edition of a BoldDesk must upgrade to a standard commercial license.

BoldDesk licensed under the Community License is provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event shall Syncfusion be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in connection with BoldDesk or the use or other dealings in BoldDesk when licensed under a Community License.

The version of BoldDesk made available as a Community License may be referred to as BoldDesk – Community Edition, or Syncfusion may simply indicate that BoldDesk is provided under a Community License when licensed to You under the Community License terms of this Section.

Syncfusion reserves all rights and shall be solely able to determine the eligibility for any Customer to obtain and hold a Community License. In the event an individual or organization is found to be ineligible, such individuals or organizations shall immediately cease use of the Community License or upgrade to a commercial license.

Appendix C – Promotional Offerings

From time to time, Syncfusion may make available free, promotional, discounted, limited use, or marketing offerings related to the Licensed Products “Promotional Offering(s)”, including but not limited to developer tools, integrations, bundled offerings, or items offered in connection with third-party products or platforms (e.g., Visual Studio, affiliate offers, or similar programs).

No Replacement.

Promotional Offerings are distinct from, and provided solely in addition to, Customer’s existing licenses and for Customer’s exclusive benefit. Such offerings may not be applied as a replacement for any existing licenses, or in lieu of a renewal of such licenses. Customer may not cancel licenses and replace them with Promotional Offerings. For the avoidance of doubt, Promotional Offerings do not replace, modify, extend, suspend, or substitute for any existing license for the Licensed Products.

Use of a Promotional Offering does not alter the scope, duration, or terms of any existing software license.

No Effect on Payment Obligations.

If Customer holds an existing commercial license or active subscription for any Licensed Product, a Promotional Offering shall not offset, credit, reduce, defer, or satisfy any applicable fees, payment obligations, or other contractual commitments. All fees and obligations under an existing subscription remain due and payable in full.

Visual Studio Subscription Benefits.

For the avoidance of doubt, Promotional Offerings made available in connection with Visual Studio are subject to the terms herein.

No License Conversion or Downgrade.

Use of a Promotional Offering does not convert an existing subscription into a promotional or free offering and does not permit termination, downgrade, suspension, or avoidance of payment obligations. For clarity, Promotional Offerings may not be used to circumvent renewal, upgrade, or payment obligations.

Non-Circumvention / No Pass-Through of Promotional Licenses.

Customer shall not use the Promotional Offerings to circumvent, extend, transfer, or pass through the benefits of the Promotional Offerings to any third party that does not independently qualify for such promotion. Customer may not permit any third party to access or benefit from the Licensed Product, directly or indirectly. Any attempt to use the Licensed Product to enable, subsidize, or facilitate use by any third party shall be deemed an unauthorized use and a material breach of this Agreement.

Modification or Termination of Promotional Offerings.

Syncfusion may modify, suspend, or discontinue any Promotional Offering at any time, with or without notice, and without liability.

Applicability of Agreement Terms.

Promotional Offerings are provided solely pursuant to this Agreement and remain subject to all terms, conditions, limitations, and restrictions set forth herein.

Examples of Acceptable and Unacceptable Use.

These examples are illustrative only and do not limit the enforceability of this Schedule or Syncfusion’s rights under this Agreement.

Scenario	Permissible?	Explanation
Customer uses the Promotional Offerings for the Licensed Product solely for its own business operations.	Yes	Internal use by a qualifying customer for its own business operations is permitted, provided all eligibility requirements and Agreement terms are met.
Customer provides services using Promotional Offerings for the Licensed Product to an affiliated company that independently qualifies for the Promotional Offerings.	Yes	Permissible where the affiliate independently qualifies for the Promotional Offering and the use is solely for the affiliated company’s benefit and does not extend promotional benefits beyond eligibility limitations.
Customers allow access to the Promotional Offerings for the Licensed Product to a third party that does not independently qualify for the Promotional Offering.	No	Prohibited as an unauthorized pass through of promotional benefits to a third party that does not meet eligibility requirements.
Customer uses a Promotional Offering for the Licensed Product to support multiple third parties, only some of whom qualify for such promotion.	No	Use that benefits any ineligible third party constitutes circumvention of eligibility restrictions, regardless of mixed eligibility.
Customer wishes to replace an existing license with a Promotional Offering.	No	Promotional Offerings cannot be used to replace Customer’s existing licenses.
Customer attempts to apply a Promotional Offering to increase the developer count of an existing license.	No	Promotional Offerings cannot be used to expand or modify the developer count associated with an existing license. Instead, the promotional licenses must be deployed as a separate and distinct license, independent from existing licenses.
Customer declines to renew a license in order to replace such license with a Promotional Offering.	No	Promotional Offerings cannot be used in lieu of renewing licenses.
Customer complies with all other terms and conditions of the Agreement while using the promotional license.	Required	All promotional Offerings remain subject to this Agreement and do not waive, modify, or supersede any contractual terms.