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Reseller Subscription Services Agreement

We have updated the terms applicable to the customers of Zendesk resellers which we refer to as the “Subscription Services Agreement.” If You are a new Subscriber, this Subscription Services Agreement is effective as of June 1, 2022. If You are an existing Subscriber, We are providing You with prior notice of these changes which will be effective as of July 1, 2022. For the prior version of Our Subscription Services Agreement, please click here.

SUBSCRIPTION SERVICES AGREEMENT
APPLICABLE TO CUSTOMERS OF ZENDESK RESELLERS

You (“Subscriber,” “You,” “Your” or related terms) are acquiring a subscription to a Service (as defined below) operated by Zendesk from an unrelated third party authorized to sell such subscriptions (“Reseller”) under a separate agreement with Zendesk (“Reseller Agreement”). In addition to any terms and conditions related to Your use of the Service pursuant to any agreement by and between You and the Reseller, this Agreement contains the terms and conditions that govern Your access to and use of the Service. Zendesk is an express beneficiary of this Agreement, and in acquiring a subscription to the Service, You expressly acknowledge and agree that Zendesk shall have the right to enforce this Agreement against You and that this Agreement constitutes the entire agreement and supersedes any and all prior agreements between You and Zendesk with regard to Your subscription to the Service or Your access to or use thereof under this Agreement and Your agreement between You and the Reseller.

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Zendesk that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services. Subscriber and Zendesk shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

Table of Contents:

General Terms and Conditions:

  1. Access to the Services

  2. Use of the Services

  3. Cancellation and Termination

  4. Confidential Information

  5. Sub-Processors and Security of Service Data

  6. Temporary Suspension

  7. Non-Zendesk Services

  8. Free Trials

  9. Intellectual Property Rights

  10. Representations, Warranties and Disclaimers

  11. Indemnification

  12. Limitation of Liability

  13. Assignment, Entire Agreement and Amendment

  14. Severability

  15. Export Compliance and Restrictions

  16. Relationship of the Parties

  17. Notice

  18. Governing Law

  19. Federal Government End Use Provisions

  20. Ethical Conduct and Compliance

  21. Survival

  22. Definitions

GENERAL TERMS AND CONDITIONS