·Agreements and Terms

·Policies and Guidelines

·Trademarks and Intellectual Property

·Procurement and Suppliers

·Data Protection and Privacy

·Tax Governance and Disclosures

·Customer Agreements and User Terms for Products and Services Zendesk Customer Agreement Region-Specific Terms Professional Services Terms

• ·How We Protect Your Service Data (Enterprise Services)
• ·How We Protect Your Service Data (Innovation Services) Innovation Services List Zendesk Partner Agreement AI Services Addendum Zendesk Developer Terms Marketplace Terms of Use Assignments and Transfers Reseller Zendesk Customer Agreement Zendesk Events Standards of Conduct Zendesk Events Terms & Conditions Data Protection and Privacy Zendesk Trust Center Privacy Notice Cookie Notice Data Processing Agreement CCPA Addendum PowerForm LGPD Addendum Powerform BAA Powerform Government Data Request Policy Policies Data Deletion Policy Promotional Credits Policy Regional Data Hosting Policy Sub-processor Policy Zendesk User Content and Conduct Policy Product Terms Accessibility Policy In-Product Cookies Policy Service-Specific Terms Free Trial Terms Free Trials

·Reseller Zendesk Customer Agreement

·We have updated the terms applicable to the customers of Zendesk resellers which we refer to as the "Zendesk Customer Agreement." If you are a new Customer, this Zendesk Customer Agreement is effective as of August 1st, 2025. If you are an existing Customer, Zendesk is providing you with prior notice of these changes that will be effective as of September 1st, 2025. For the prior version of Reseller Zendesk's Customer Agreement, please click here.

·ZENDESK CUSTOMER AGREEMENTTO CUSTOMERS OF ZENDESK RESELLERS

·Customer ("Subscriber," "You," "Your" or related terms) is acquiring a subscription to the Services (as defined below) from a Reseller, that is under a separate agreement with Zendesk ("Reseller Agreement"). In addition to any terms and conditions related to Customer's use of the Services pursuant to any agreement by and between Customer and the Reseller, this Agreement contains the terms and conditions that govern Customer's access to and use of the Services. Zendesk is an express beneficiary of this Agreement, and in acquiring a subscription to the Services, Customer expressly acknowledges and agrees that Zendesk will have the right to enforce this Agreement against the Customer and that this Agreement constitutes the entire agreement and supersedes any and all prior agreements between Customer and Zendesk with regard to the subscription to the Services or Customer's access to or use thereof under this Agreement and Customer's agreement between the Customer and the Reseller.

·This Agreement governs Customer's access and use of the Services and is effective when Customer clicks to accept or otherwise agrees to it (the "Effective Date"). Customer and Zendesk wull each be referred to as a "party" and collectively referred to as the "parties" for purposes of this Agreement.

·Non-English translations of this Agreement are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version will control.

·Table of Contents:

• 1ACCESS AND USE RIGHTS
• 2USING THE SERVICES
• 3SERVICE DATA
• 4CONFIDENTIALITY
• 5INTELLECTUAL PROPERTY
• 6TERM AND TERMINATION
• 7REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
• 8INDEMNIFICATION
• 9LIMITATION OF LIABILITY
• 10GENERAL TERMS
• 11DEFINITIONS

1SECTION 1. ACCESS AND USE RIGHTS

• 1Access Rights. Zendesk grants Customer, its Affiliates, service providers and authorized personnel a non-exclusive, non-transferable, revocable right to access and use the Services for internal business purposes during the Subscription Term. Customer is responsible for its Affiliates', service providers' and personnel's use of the Services and compliance with this Agreement.
• 2Free Trials and Early Access Program. Zendesk may offer Customer a free trial of certain Services under this Agreement and the Free Trial Terms. Zendesk offers pre-release access to certain features. If Customer opts-in, such features will be subject to the Early Access Terms rather than this Agreement.
• 3Third-Party Products. Customer's use of Third-Party Products will be subject to the applicable terms with the Third-Party Product providers. Zendesk is not responsible for any Third-Party Products and Customer waives any claims against Zendesk relating to Third-Party Products. By using Third-Party Products, Customer permits Zendesk to share Customer's Account information and Service Data with applicable Third-Party Product providers.
• 4Support. Zendesk will provide Customer standard support for the Services as detailed in the Documentation. If purchased by Customer, Zendesk will provide upgraded support or support that includes service level agreements.
• 5Supplemental Terms. Customer's use of certain Services is subject to Supplemental Terms.
• 6Updates. Zendesk may update the Services from time to time. If an update materially reduces the overall functionality of the Services and Zendesk has not provided a reasonable alternative, Customer may terminate the affected Services and receive a pro-rated refund of the prepaid, unused Charges.

2SECTION 2. USING THE SERVICES

• 1Customer Obligations. Customer will: (i) comply with the terms of this Agreement; (ii) comply with the User Content and Conduct Policy; (iii) provide any notices to, and obtain any required consents from, Agents and End Users necessary for Zendesk to lawfully process Service Data; (iv) if Customer provides Agent information to Zendesk to create account logins, inform those Agents about applicable rights outlined in the Privacy Notice; (v) ensure its use of the Services complies with applicable laws, regulations, and legal requirements; and (vi) promptly notify Zendesk if Customer becomes aware of any unauthorized access to its account or the Services.
• 2Prohibited Uses. Customer will not (and will not permit any other party to): (i) rent, lease, sell, distribute, transfer, or sublicense the Services, except as expressly authorized in this Agreement; (ii) provide any third party with unauthorized access to the Services; (iii) access the Services to research or develop a similar or competing product or service or derivative work; (iv) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services; (v) circumvent any pricing or scope of use restrictions (including that no more than one individual may use each purchased Agent login); (vi) remove, obscure, or alter any proprietary or attribution notices in the Services; (vii) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services; (viii) attempt to bypass or break any security or rate limiting mechanism within the Services; or (ix) interfere with or disrupt the integrity, security, or performance of the Services.

3SECTION 3. SERVICE DATA

• 1Use of Service Data. As between the parties, Customer retains ownership of all Service Data. Customer instructs Zendesk to use Service Data to provide, secure, and improve Zendesk's products and services.
• 2Data Privacy and Security. The Data Processing Agreement is incorporated by reference and applies to the extent Service Data includes any personal data. Zendesk will maintain security of Service Data according to the Enterprise Services Security Measures and Innovation Services Security Measures.
• 3Health Data. Unless the parties have entered into a Business Associate Agreement, Customer will not (and will not permit others to) store Health Data in the Services. Customer is responsible for configuring the Services to comply with HIPAA and other applicable regulations.
• 4Export of Service Data. During and 30 days after the Subscription Term, Customer may export Service Data, except for Service Data that: (i) has been deleted according to the Documentation, including the Service Data Deletion Policy; (ii) was created in violation of this Agreement; or (iii) is legally restricted. Zendesk is not obligated to maintain or provide deleted Service Data.

4SECTION 4. CONFIDENTIALITY

• 1Obligations. Each party will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care.
• 2Use. Each party may use the other party's Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information only: (i) to its Affiliates, employees, and/or agents who have a need to know such Confidential Information and who are bound by terms of confidentiality at least as protective as this Agreement; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation.
• 3Remedies. The parties agree that any violation or threatened violation of this section may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all other legal remedies.

5SECTION 5. INTELLECTUAL PROPERTY

• 1Intellectual Property Rights. Except as expressly provided in this Agreement, neither party grants the other any rights or interests to its intellectual property. Zendesk reserves and retains all right, title, and interest in the Services and the Documentation.
• 2Feedback. If Customer provides Zendesk with feedback or suggestions regarding the Services, Zendesk may use the feedback or suggestions without restriction or obligation.

6SECTION 6. TERM AND TERMINATION

• 1Term. The Agreement term begins on the Effective Date and will continue until the expiration of the Subscription Term unless terminated earlier under this Agreement. The Subscription Term will be specified in either the Order Form or SOW.
• 2Renewals. Unless either party provides at least 30 days' prior written notice of its intent not to renew, or the Order Form states otherwise, the Subscription Term will automatically renew for an equivalent term and Zendesk may apply then-current rates. Customer must send an email to revops@zendesk.com to notify Zendesk of its intent not to renew.
• 3Termination for Cause. Either party may terminate this Agreement for cause, if the other party: (i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; or (ii) ceases its business operations or becomes subject to insolvency proceedings. Zendesk may immediately terminate this Agreement for cause without notice if Customer violates Section 2.1(ii) or 2.1(v)
• 4Effect of Termination. Upon termination, Customer will no longer have access to the Services except as stated in Section 3.4, and Zendesk will delete Service Data according to the Service Data Deletion Policy. If Customer terminates this Agreement under Section 7.3, Zendesk will refund any prepaid fees it received covering the remainder of the Subscription Term as of the effective date of termination. If Zendesk terminates the Agreement under Section 7.3 or if Customer cancels its account before the end of the Subscription Term, Customer will pay any unpaid amounts covering the remainder of the Subscription Term. In no event will termination relieve Customer of its obligation to pay any fees payable to Zendesk or the Reseller for the period before the effective date of termination.
• 5Suspension. Zendesk may limit or suspend Customer's access to the Services if: (i) Customer disrupts or creates a security risk to the Services; (ii) Zendesk reasonably believes Customer's use of the Services violates applicable law or suspension is requested by a government authority; (iii) subject to Section 4.3, Customer's fees owed to Zendesk are 30 days or more overdue; (iv) Customer purchases the Services through a Reseller, and either Customer fails to pay fees owed to the Reseller or the Reseller fails to pay fees owed to Zendesk; or (v) Zendesk reasonably determines that suspension is necessary to avoid material harm to Zendesk, its Affiliates, or customers. Suspension includes removing or disabling Agents, Service Data, or other content. Unless applicable law requires otherwise, Zendesk will use commercially reasonable efforts to notify Customer by email or through the Services before suspending access to the Services.

7SECTION 7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

• 1Mutual Warranties. Each party represents and warrants to the other that: (i) it has full authority to enter into this Agreement; (ii) executing and performing this Agreement does not violate any other agreements to which it is subject; and (iii) it will comply with all laws directly applicable to its performance under this Agreement.
• 2Zendesk Warranty. Zendesk warrants that the Services will operate materially as described in the Documentation. If Zendesk breaches this warranty and Customer makes a warranty claim within 30 days of discovering the issue, Zendesk will use reasonable efforts to correct the Services. If Zendesk determines it cannot correct the Services, either party may terminate the affected Services, and Zendesk will refund any prepaid fees for those Services covering the remainder of the Subscription Term as of the effective date of termination. This is Customer's only remedy for breach of this warranty. This warranty does not cover any misuse or unauthorized changes to the Services made by Customer or others acting on its behalf.
• 3Disclaimers. EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ZENDESK EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENDESK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, OR WILL MEET CUSTOMER'S BUSINESS, LEGAL, OR REGULATORY REQUIREMENTS, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ZENDESK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.

8SECTION 8. INDEMNIFICATION

• 1Zendesk IP Indemnity. Zendesk will defend the Customer against any IP Claim and will indemnify Customer from and against any damages or costs finally awarded by a court of competent jurisdiction or agreed in settlement by Zendesk (including reasonable attorneys' fees) resulting from such IP Claim. If Zendesk reasonably believes that the Services might result in an IP Claim, Zendesk may: (a) procure rights for Customer to continue using the Services; (b) replace or modify the alleged infringing portion of the Services without materially reducing functionality; or (c) terminate this Agreement, and refund Customer any prepaid fees Zendesk received covering the remainder of the Subscription Term. Zendesk will not be liable for any IP Claim resulting from: (i) following designs, data, instructions, or specifications provided by Customer; (ii) modifications of the Services made by anyone other than Zendesk; or (iii) Customer's combination or use of the Services in a manner inconsistent with this Agreement or the Documentation. This Section 9.1 states Customer's only remedy regarding any IP Claim.
• 2Customer Indemnity. Customer will defend and indemnify Zendesk from and against any third-party claims made against Zendesk or its Affiliates that arise from or relate to: (i) Service Data; or (ii) any violations of this Agreement by Customer, its Affiliates, or its personnel.
• 3Process. The indemnities given by each party under this section are subject to: (i) the indemnified party giving the indemnifying party prompt written notice of the claim; (ii) the indemnifying party having sole control over the defense and settlement of the claim (but the indemnifying party cannot settle any claim that admits liability for the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld or delayed); and (iii) the indemnified party providing information as may be reasonably requested by the indemnifying party in connection with the claim. Failure by the indemnified party to notify the indemnifying party of the claim under Section 9.3(i) will not relieve the indemnifying party of its obligations under this Section 9; however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party according to Section 9.3(i).

9SECTION 9. LIMITATION OF LIABILITY

• 1EXCLUSION OF DAMAGES. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
• 2MAXIMUM LIABILITY. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY.

10SECTION 10. GENERAL TERMS

• 1Assignment. Neither party will assign this Agreement, except: (i) to an Affiliate; (ii) with prior written consent of the other party, which will not be unreasonably withheld; or (iii) in connection with a merger, acquisition, change in control, or sale of substantially all of its assets.
• 2Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements relating to its subject matter. This Agreement will apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation Customer provides, and all such terms are null and void. Except as expressly stated in this Agreement, there are no other agreements, representations, warranties, or commitments that may be relied upon by either party with respect to the subject matter of this Agreement. The headings in this Agreement are for convenience only and will not affect its interpretation. Failure to exercise any right under this Agreement will not constitute a waiver. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: (i) the Order Form or SOW; (ii) the Supplemental Terms; (iii) the Data Processing Agreement; and (iv) this Zendesk Customer Agreement.
• 3Severability. If any part of this Agreement is invalid, illegal, or unenforceable, that term will be limited to the minimum extent necessary so that the rest of this Agreement will remain in effect.
• 4Amendment. Zendesk may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Zendesk will notify the Customer not less than 30 days prior to the effective date of any such amendment and Customer's continued use of the Services following the effective date of any amendment will be relied upon by Zendesk as Customer's consent to such amendment. Zendesk may make updates to online or URL terms and policies that are incorporated into this Agreement. Unless otherwise noted by Zendesk, such updates will become effective upon publication.
• 5Export. The Services are subject to U.S. sanctions and export laws. Customer represents and warrants that it, its Affiliates, and its authorized personnel: (i) are not on any U.S. government-issued list of restricted or denied persons; and (ii) are not located in any countries or territories subject to a U.S. government embargo or trade sanctions. Customer will not (and will not permit any other party to) export, re-export, transfer, or disclose the Services to: (a) a U.S.-embargoed jurisdiction; (b) anyone on any U.S. or applicable non-U.S.-restricted or denied persons list; or (c) any party that Customer has reason to know will use the Services in violation of U.S. export law.
• 6Relationship. This Agreement does not create any agency, partnership, or joint venture between the parties. Customer is solely responsible for determining whether the Services meet Customer's technical, business, legal, or regulatory requirements. Zendesk's business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Customer to provide consulting services, implementation services, or applications that interact with the Services, are independent of Zendesk.
• 7Survival. Upon termination or expiration of this Agreement, all provisions that by their nature are intended to survive such termination or expiration will continue in full force and effect.
• 8Force Majeure. Except for payment obligations, neither party will be liable to the other party for any delay or failure to perform any obligation under this Agreement resulting from any cause beyond such party's reasonable control, including, but not limited to, acts of God, acts of government, labor disputes, earthquake, storms, or other elements of nature, embargoes, riots, utility or telecommunication failures, public health emergencies (including pandemics and epidemics), acts of terrorism, or war.
• 9Notices. All notices under this Agreement will be in writing and deemed given: (i) on personal delivery; (ii) the first business day after sending by email; (iii) the first business day after being mailed by a recognized overnight delivery service; or (iv) on receipt after being sent by certified or registered mail, return receipt requested. Unless otherwise provided in this Agreement, notice to Zendesk will be sent: (a) by email, to legalnotice@zendesk.com; or (b) by mail, to Zendesk, Inc., 181 Fremont Street, 17th Floor, San Francisco, California 94105 U.S.A. Attn: Legal Department. Zendesk will provide notices to Customer in writing to the contact details provided or via a message through the Zendesk Services to the Account owner.
• 10Governing Law. This Agreement will be governed by the laws of the State of California, without reference to conflict of laws principles. Customer agrees to submit to the exclusive personal jurisdiction and venue in a court of general jurisdiction in San Francisco County, California.
• 11U.S. Federal Government Provision. If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, the Services are a "Commercial Product" as defined in Federal Acquisition Part 2.101 consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" and are licensed to the Customer with only those rights as provided under this Agreement.
• 12Anti-Corruption and Conduct. Each party will comply with applicable anti-corruption and anti-bribery laws and regulations, including the US Foreign Corrupt Practices Act and the UK Bribery Act. Zendesk will abide by its Code of Conduct in the provision of the Services.

11SECTION 11. DEFINITIONS

·"Account" means any accounts or instances created by, or on behalf of, Customer or its Affiliates within the Zendesk Services.

·"Affiliate(s)" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means control of greater than 50% of the voting rights or equity interests of a party.

·"Agent(s)" means an individual (including those of Customer's Affiliates) a Customer has authorized to use the Services through Customer's Account.

·"Agreement" means this Zendesk Customer Agreement, together with applicable Order Forms, SOWs, and other mutually executed agreements attached to the same. The Zendesk Customer Agreement may also be referred to as "Master Subscription Agreement," "Main Services Agreement," or "MSA."

·"Business Associate Agreement" means an agreement between Customer and Zendesk to facilitate Customer's compliance with the US Health Insurance Portability and Accountability Act of 1996 (HIPAA).

·"Charges" means the charges on an Order Form, SOW, or charges accepted by Customer when functionality is enabled in-product, including usage-based or pay-as-you-go charges.

·"Code of Conduct" means Zendesk's code of conduct located at: https://www.zendesk.com/company/policies-and-guidelines/.

·"Confidential Information" means non-public, business, or technical information, regardless of whether such information is marked "confidential" or "proprietary", but not information that: (i) was known to the receiving party without restriction prior to receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party.

·"Customer" means the party using the Services under this Agreement, as identified in the applicable Account, Order Form, or SOW. Customer may also be referred to as "Subscriber," "You," or "Your."

·"Data Processing Agreement" means the terms at: https://www.zendesk.com/company/data-processing-form/.

·"Documentation" means any specifications or technical guidelines for the Services and Service Plan that Zendesk makes available to Customer, including through Zendesk help center(s) or https://www.zendesk.com/, which Zendesk may update from time to time. Documentation excludes any community-moderated forums provided or accessible through such resources.

·"Early Access Terms" means the terms at: https://support.zendesk.com/hc/en-us/articles/9282911922586.

·"End User(s)" means any person or entity, other than Customer or Agents, with whom Customer or its Agents interact using the Services.

·"Enterprise Services" means any Services except Innovation Services or Professional Services.

·"Enterprise Services Security Measures" means the terms at: https://support.zendesk.com/hc/en-us/articles/4980543927322.

·"Excluded Claims" means obligations and claims related to: (i) Customer's payment obligations; (ii) Customer's breach of Section 2.1(ii) or 2.1(v); (iii) a party's breach of its confidentiality obligations under Section 5 (but excluding breaches relating to Service Data or security incidents); (iv) a party's indemnification obligations under Section 9; (v) either party's misappropriation or infringement of the other party's intellectual property rights; or (vi) liability that cannot be limited or excluded by law.

·"Free Trial Terms" means the terms at: https://www.zendesk.com/company/agreements-and-terms/free-trial-terms.

·"Health Data" means medical, patient, or other protected health information regulated under the U.S. Health Insurance Portability and Accountability Act (HIPAA) or similar state, federal, or international laws and regulations.

·"Innovation Services" means the services and features listed at: https://support.zendesk.com/hc/en-us/articles/4980547488410.

·"Innovation Services Security Measures" means the terms at: https://support.zendesk.com/hc/en-us/articles/4980545051418.

·"IP Claim" means any third-party claim made against Customer alleging that Customer's use of the Services directly infringes that third party's intellectual property rights.

·"Order Form" means a generated order form or online ordering document or process completed, including any pricing information in Supplemental Terms, for the Services agreed between Zendesk and Customer. Where Services are purchased via a Reseller, all references to Order Forms will mean the equivalent documentation agreed between Customer and the Reseller.

·"Privacy Notice" means the notice at: https://www.zendesk.com/company/agreements-and-terms/privacy-notice.

·"Professional Services" means consulting or professional services (including training, success, and implementation services) that Zendesk provides, as specified on an Order Form or SOW.

·"Reseller" means a third party authorized by Zendesk to sell the Services.

·"Services" means the products and services developed or provided by Zendesk that Customer purchases under an Order Form or SOW, or that Zendesk otherwise makes available to Customer, as described in the Documentation and Supplemental Terms. Services exclude Third-Party Products.

·"Service Data" means all data, text, messages, communications, or other information submitted to and stored within the Services by Customer, Agents, and End Users relating to Customer's use of the Services. Service Data excludes Customer and Agent account information, which is subject to the Privacy Notice.

·"Service Data Deletion Policy" means the policy at: https://support.zendesk.com/hc/en-us/articles/360022185214-Zendesk-Service-Data-Deletion-Policy.

·"Service Plan(s)" means the packaged service plan(s) Customer purchased as set out in the Order Form, or detailed in the Documentation.

·"SOW" means a document describing Professional Services.

·"Storage Limits Policy" means the terms at https://support.zendesk.com/hc/en-us/articles/4408835043994-Managing-data-storage-in-your-Zendesk-account.

·"Subscription Term" means the period Customer is subscribed to the Services.

·"Supplemental Terms" means: (i) additional terms on an Order Form or SOW; (ii) the Service-Specific Terms available at https://support.zendesk.com/hc/en-us/articles/4408831944730; (iii) the Region-Specific Terms available at: https://support.zendesk.com/hc/en-us/articles/4980549029018; (iv) the Professional Services Terms and Conditions at: https://support.zendesk.com/hc/en-us/articles/4784220538650; and (v) additional terms that otherwise supplement features or functionality used in connection with the Services.

·"Taxes" means taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction.

·"Third-Party Product(s)" means all products and services provided by third parties that interoperate with the Services. Third-Party Products may also be referred to as "Non-Zendesk Services."

·"User Content and Conduct Policy" means the policy at: https://support.zendesk.com/hc/en-us/articles/360022367333.

·"Zendesk" means Zendesk, Inc., a Delaware corporation, applicable Zendesk Affiliates, or any successors or assignees.

·Agreements and Terms

·Policies and Guidelines

·Trademarks and Intellectual Property

·Procurement and Suppliers

·Data Protection and Privacy

·Tax Governance and Disclosures

·DATA PROCESSING AGREEMENT

·This Data Processing Agreement ("DPA") is entered into by Customer and Zendesk, Inc. ("Zendesk"), each a "Party" and together the "Parties".

·Customer and Zendesk have entered into the Agreement under which Customer is provided access to and use of the Services during the Subscription Term. This DPA is incorporated into and made a part of the Agreement. If you wish to electronically sign the DPA, please click here.

11. GLOBAL PRIVACY OBLIGATIONS OF THE PARTIES

• 1Ownership of Service Data. Zendesk asserts no ownership right or interest to Service Data processed under this DPA and, between the Parties, Service Data owned by Customer remains the property of Customer.
• 2Personal Data. The Parties agree that the nature, purposes, subject matter, duration of processing, categories of Personal Data or data subjects, and applicable retention periods are as described in Annex I.
• 3Applicable Data Protection Law. Zendesk and Customer agree to comply with their respective obligations of Applicable Data Protection Law.
• 4Zendesk's Obligations. Zendesk agrees to:
• 4.1process Personal Data according to Customer's documented instructions, unless otherwise permitted or required by applicable law. Zendesk will inform Customer immediately if its processing instructions infringe Applicable Data Protection Law;
• 4.2not sell or share Personal Data;
• 4.3ensure that all employees and contractors are fully aware of their responsibilities to protect Personal Data under this DPA and have committed to an appropriate contractual or statutory obligation of confidentiality;
• 4.4notify Customer if it can no longer meet its obligations under Applicable Data Protection Law and allow Customer to take reasonable and appropriate steps to remediate unauthorized processing of Personal Data;
• 4.5implement and maintain appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, taking into account the likelihood and severity of risks to the privacy rights of data subjects, including the measures in Annex II;
• 4.6notify Customer of a confirmed personal data breach without undue delay and within 48 hours, unless prohibited by law or government agency; take appropriate measures designed to mitigate the cause(s) of the personal data breach; and provide Customer all necessary information as required under Applicable Data Protection Law;
• 4.7reasonably assist Customer with its obligation to respond to data subject requests and, if Zendesk receives a request directly from Customer's data subject, direct the data subject to Customer unless prohibited by law; and
• 4.8make available commercially reasonable information and assistance to enable Customer to conduct any data protection impact assessment or supervisory authority consultation, as required by Applicable Data Protection Law.
• 5Customer Obligations. Customer, as data controller, determines what Personal Data is processed by the Services. Customer is responsible for assessing Zendesk's technical and organization measures as appropriate for the types of Personal Data Customer wishes to process by its use of the Services.

22. USE OF SUB-PROCESSORS

• 1Sub-Processors. Customer provides its general written authorization for Zendesk to use Sub-processors provided that:
• 1.1Zendesk remains liable to Customer for the acts or omissions of its Sub-processors with respect to their processing of Personal Data; and
• 1.2each Sub-processor agrees to protect the Personal Data to standards consistent with the requirements of this DPA.
• 2Sub-Processor Policy Updates. Zendesk will update the Sub-processor Policy with any newly appointed Sub-processors at least 30 days before such change. Customer may sign-up to receive email notifications of such changes.
• 3Sub-Processor Policy Objections. Customer may object to any newly appointed Sub-processor on reasonable grounds relating to data protection. If Customer objects, it will inform Zendesk in writing by emailing privacy@zendesk.com within 30 days following the update to the Sub-processor Policy. In such event, the Parties will negotiate, in good faith, a solution to Customer's objection. If the Parties cannot reach resolution within 60 days of Zendesk's receipt of Customer's objection, Zendesk, in its sole discretion, will either:
• 3.1instruct the Sub-processor not to process Customer's Personal Data, and the DPA will continue unaffected, or
• 3.2allow Customer to terminate any affected portion of the Services and provide Customer with a pro rata refund of Subscription Charges paid in advance for the affected portion of the Services not yet received as of the effective date of termination.

33. AUDIT

• 1External Auditors. Zendesk uses independent and qualified external auditors to verify the adequacy of its data protection measures and compliance with its obligations in this DPA (e.g. SOC 2 Type II or ISO 27001).
• 2Audit Report. At Customer's written request, Zendesk will provide Customer with an Audit Report, subject to the confidentiality provisions of the Agreement.
• 3Assistance. To the extent Customer's audit requirements under Applicable Data Protection Law are not reasonably satisfied through the Audit Report or other documentation that Zendesk makes generally available to its customers, and Customer does not otherwise have access to the relevant information, Zendesk will reasonably assist Customer.
• 4Audit. If Customer cannot satisfy its audit obligations under Applicable Data Protection Law through Zendesk's assistance provided in Section 3.3 and Customer has the right to conduct an audit under Applicable Data Protection Law, Customer may request such an audit by providing at least 30 days' advance written notice to privacy@zendesk.com. Such audit may be conducted no more than once annually, must be conducted during normal business hours with reasonable duration, must not interfere with Zendesk's operations, and must only be conducted at Zendesk headquarters or an agreed business office. Such audit will not involve access to any data relating to other Zendesk customers, or to secured facilities or systems in any way that would violate Zendesk's security controls or cause Zendesk to violate its confidentiality obligations to any third party. Any information generated in connection with such audit is Zendesk's Confidential Information and will be promptly provided to Zendesk. Customer is responsible for costs and expenses relating to any audit it requests beyond the Audit Report.

44. INTERNATIONAL DATA TRANSFERS

• 1International Data Transfers. Customer acknowledges that it is necessary for the performance of the Services that Zendesk may process Service Data on a global basis in compliance with Applicable Data Protection Law. If Zendesk transfers Personal Data from an origin country to a country that has not received an adequacy decision from the origin country, the transfers will adhere to one or more of the following Transfer Mechanisms, made applicable to all Personal Data, and in the following order:
• 1.1a valid certification mechanism;
• 1.2Binding Corporate Rules;
• 1.3SCCs.
• 2Transfer Mechanisms. Transfer Mechanisms, clause selections, and specific country requirements, if applicable, are detailed and incorporated by reference in Annex III.
• 3Data Transfer Assessment. Customer acknowledges that it may be obligated to conduct a data transfer assessment in addition to relying on Transfer Mechanisms. Zendesk will provide reasonable assistance with this assessment upon request.
• 4Binding Signature. Customer acknowledges that signature of the Agreement constitutes binding signature of the SCCs and other signature requirements stated in the Region-Specific Terms.

55. RETURN AND DESTRUCTION OF PERSONAL DATA

·Upon Customer's written request, Zendesk will make Service Data available to Customer for export or download as provided in the Agreement. Zendesk will delete Service Data in accordance with Zendesk's Service Data Deletion Policy.

66. INNOVATION SERVICES

·All Sections of this DPA apply to Innovation Services except for Section 3 (Audit), Annex II (Zendesk Technical and Organizational Security Measures - Enterprise Services), and Annex III, Sections 1 and 2 (Binding Corporate Rules and Data Privacy Framework).

77. CONFLICTS

·Unless otherwise agreed, the terms of this DPA will take precedence over any conflicting terms in the Agreement.

88. DEFINITIONS

·All terms used in this DPA will have the meanings given to them below. Where not defined in this DPA, the terms "sell", "share", "processing", "process", "processor", "controller", "data exporter", "data importer", "data subject", "personal data breach" (and similar terms), and "supervisory authority" will have the same meaning as in Applicable Data Protection Law. Any capitalized terms not otherwise defined in this DPA are as defined in the Agreement.

·"Applicable Data Protection Law" means all data protection laws and regulations applicable to each party in connection with its respective processing of Personal Data under this Agreement.

·"Audit Report" means a confidential summary of any such certification or audit report for Enterprise Services.

·"Binding Corporate Rules" mean (a) EU Binding Corporate Rules - Processor for transfers of Personal Data subject to the GDPR, or (b) UK Binding Corporate Rules - Processor for transfers of UK Personal Data.

·"Bug Bounty Program" means the terms at: https://support.zendesk.com/hc/en-us/articles/115002853607-Zendesk-Bug-Bounty-Program.

·Business Resilience Webpage https://support.zendesk.com/hc/en-us/articles/360022191434-Business-Continuity-and-Disaster-recovery.

·"Personal Data" means any personal data relating, directly or indirectly, to an identified or identifiable natural person that is contained in Service Data.

·"Status Webpage" https://status.zendesk.com/.

·"SCCs" mean standard contractual clauses approved by a supervisory authority as a Transfer Mechanism.

·"Sub-processor" means any third-party data processor engaged by Zendesk who receives and processes Service Data in accordance with Customer's instructions (as communicated by Zendesk) and the terms of its written subcontract with Zendesk, as listed in the Sub-processor Policy.

·"Sub-processor Policy" means the policy at: https://support.zendesk.com/hc/en-us/articles/4408883061530-Sub-processor-Policy.

·"Transfer Mechanism" means the framework(s) governing the international processing of Personal Data described in Annex III.

Annex IANNEX I

·Details of Processing

·Data Exporter: Customer

·Contact Details: Provided in the DPA signature block.

·Data Exporter Role: Customer is a controller (with respect to Zendesk)

·Data Importer: Zendesk, Inc.

·Contact Details: Provided in the DPA signature block

·Data Importer Role: Zendesk is a processor

• 1Nature and Purpose of the Processing: Zendesk will process Personal Data as specified in the Agreement and for the purposes determined by Customer.
• 2Processing Activities: Processing activities will include hosting and processing of Personal Data as specifically instructed by the Customer programmatically or in the Agreement.
• 3Duration of Processing and Retention: Zendesk will process and retain Personal Data on a continuous basis for the Subscription Term. Zendesk deletes Personal Data according to the Zendesk Service Data Deletion Policy.
• 4Data Subjects: Customer may, at its sole discretion, submit Personal Data to the Services, which may include, but is not limited to: employees (including contractors and temporary employees), relatives of employees, customers, prospective customers, service providers, business partners, vendors, End Users, advisors (all of whom are natural persons) of Customer and any natural person(s) authorized by Customer to use the Services.
• 5Categories of Personal Data: Customer may process any category of Personal Data at its sole discretion using the Services, which may include, but is not limited to, the following categories of Personal Data: first and last name, email address, title, position, employer, contact information (company, email, phone numbers, physical address), date of birth, gender, communications (telephone recordings, voicemail, metadata), and customer service information.
• 6Special Categories of Data (if applicable): Sensitive categories of data requiring special treatment under Applicable Data Protection Law may be included Personal Data at the discretion of Customer.

Annex IIANNEX II

·Zendesk Technical and Organizational Security Measures - Enterprise Services

·The technical and organizational measures to protect Service Data for Enterprise Services are contained in Zendesk's Enterprise Security Measures.

·Zendesk reserves the right to update its security program from time to time; provided, however, any update will not materially reduce the overall protections in this Annex II.

• 1Information Security Program and Team: The Zendesk security program includes documented policies and standards of administrative, technical, physical and organizational safeguards, which govern the handling of Service Data in compliance with applicable law. The security program is designed to protect the confidentiality and integrity of Service Data, appropriate to the nature, scope, context and purposes of processing and the risks involved in the processing for the data subjects. Zendesk maintains a globally distributed security team on call 24/7 to respond to security alerts and events.
• 2Security Certifications: Zendesk holds the following security-related certifications from independent third-party auditors: SOC 2 Type II, ISO 27001:2013, or ISO 27018:2014.
• 3Physical Access Controls: Zendesk takes reasonable measures, such as security personnel and secured buildings, to prevent unauthorized persons from gaining physical access to Service Data and validates third parties operating data centers on Zendesk's behalf are adhering to such controls.
• 4System Access Controls: Zendesk takes reasonable measures to prevent Service Data from being used without authorization. These controls vary based on the nature of the processing undertaken and may include, among other controls, authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes and/or, logging of access on several levels.
• 5Data Access Controls: Zendesk takes reasonable measures to ensure Service Data is accessible and manageable only by properly authorized staff, direct database query access is restricted and application access rights are established and enforced to ensure that persons entitled to use a data processing system only have access to the Service Data to which they have privilege of access; and, that Service Data cannot be read, copied, modified or removed without authorization in the course of processing.
• 6Transmission Controls: Zendesk takes reasonable measures to ensure the ability to check and establish which entities are transferred Service Data by means of data transmission facilities so Service Data cannot be read, copied, modified or removed without authorization during electronic transmission or transport. Service Data is encrypted in transit over public networks when communicating with Zendesk user interfaces (UIs) and application programming interface (APIs) via industry standard HTTPS/TLS (TLS 1.2 or higher). Exceptions to encryption in transit may include any Third-Party Product that does not support encryption, which data controller may link to through the Enterprise Services at its election. Service Data is encrypted at rest by Zendesk's Sub-processor and managed services provider, Amazon Web Services Inc., via AES-256.
• 7Input Controls: Zendesk takes reasonable measures to provide the ability to check and establish whether and by whom Service Data has been entered into data processing systems, modified or removed, and that any transfer of Service Data to a third-party service provider is made via a secure transmission.
• 8Logical Separation: Data from different Zendesk's Customer environments is logically segregated on systems managed by Zendesk to ensure that Service Data that is collected by different controllers is segregated from one another.
• 9No Backdoors: Zendesk has not built any backdoors or other methods into the Services to allow government authorities to circumvent its security measures to gain access to Service Data.
• 10Data Center Architecture and Security: Zendesk hosts Service Data primarily in AWS data centers that have been certified as ISO 27001, PCI DSS Service Provider Level 1, and/or SOC2 compliant. AWS infrastructure services include backup power, HVAC systems, and fire suppression equipment to help protect servers and ultimately Customer's data. AWS on-site security includes a number of features, such as, security guards, fencing, securing feeds, intrusion detection technology, and other security measures. More details on AWS controls can be found at: https://aws.amazon.com/security.
• 11Network Architecture and Security: Zendesk systems are housed in zones to commensurate with their security, depending on function, information classification, and risk. Zendesk's network security architecture consists of multiple zones with more sensitive systems, like database servers, in Zendesk's most trusted zones. Depending on the zone, additional security monitoring and access controls will apply. DMZs are utilized between the internet and internally between the different zones of trust. Zendesk's network is protected through the use of key AWS security services, regular audits, and network intelligence technologies, which monitor and/or block known malicious traffic and network attacks. Zendesk utilizes network security scanning to provide quick identification of potentially vulnerable systems, in addition to Zendesk's extensive internal scanning and testing program. Zendesk also participates in several threat intelligence sharing programs to monitor threats posted to these threat intelligence networks and take action based on risk. Zendesk has a multi-layer approach to DDoS mitigation, utilizing network edge defenses, along with scaling and protection tools.
• 12Testing, Monitoring, and Logging: Each year, Zendesk employs third-party security experts to perform a broad penetration test across the Zendesk production and corporate networks. Zendesk utilizes a Security Incident Event Management (SIEM) system, which gathers logs from important network devices and host systems. The SIEM alerts on triggers that notify the Security team based on correlated events for investigation and response. Service ingress and egress points are instrumented and monitored to detect anomalous behavior, including 24/7 system monitoring.
• 13Data Hosting Location: Zendesk offers Customers an option to elect where Service Data is hosted if a Customer purchases the Data Center Location Add-On. A full description of this offering is provided at: https://support.zendesk.com/hc/en-us/articles/360053579674.
• 14Availability and Continuity: Zendesk maintains a publicly available Status Webpage, which includes system availability details, scheduled maintenance, service incident history, and relevant security events. Zendesk employs service clustering and network redundancies to eliminate single points of failure. Our strict backup regime and/or Zendesk's Enhanced Disaster Recovery service offering allows us to deliver a high level of service availability, as Service Data is replicated across available zones. Zendesk's Disaster Recovery program ensures that the Zendesk Services remain available and are easily recoverable in the case of a disaster, through building a robust technical environment. Additional details are available on Zendesk's Business Resilience Webpage.
• 15People Security: Zendesk performs pre-employment background checks of all employees, including education and employment verification, in accordance with applicable local laws. Employees receive security training upon hire and annually thereafter. Employees are bound by written confidentiality agreements to maintain the confidentiality of data.
• 16Vendor Management: Zendesk uses third party vendors to provide certain aspects of the Services. Zendesk completes a security risk assessment of prospective vendors.
• 17Bug Bounty: Zendesk maintains a Bug Bounty Program to allow independent security researchers to report security vulnerabilities on an ongoing basis.

·Zendesk Technical and Organizational Security Measures - Innovation Services

·The technical and organizational measures to protect Service Data for Innovation Services are contained in Zendesk's Innovation Security Measures.

·The Zendesk information security program includes documented policies or standards governing the handling of Service Data in compliance with applicable law, and administrative, technical and physical safeguards designed to protect the confidentiality and integrity of Service Data. Zendesk reserves the right to update its security program from time to time; provided, however, any update will not materially reduce the overall protections in this Annex II.

• 1Physical Access Controls: Zendesk takes reasonable measures to prevent unauthorized persons from gaining physical access to Service Data.
• 2System Access Controls: Zendesk takes reasonable measures to prevent Service Data from being used without authorization.
• 3Data Access Controls: Zendesk takes reasonable measures to provide that Service Data is accessible and manageable only by properly authorized staff.
• 4Transmission Controls: Zendesk takes reasonable measures to ensure the ability to check and establish to which entities are transferred Service Data by means of data transmission facilities so Service Data cannot be read, copied, modified or removed without authorization during electronic transmission or transport.
• 5Input Controls: Zendesk takes reasonable measures to provide that it is possible to check and establish whether and by whom Service Data has been entered into data processing systems, modified or removed, and that any transfer of Service Data to a third-party service provider is made via a secure transmission.
• 6Logical Separation: Data from different Zendesk's Customer environments is logically segregated on systems managed by Zendesk to ensure that Service Data that is collected by different controllers is segregated from one another.
• 7Security Policies and Personnel: Zendesk has and will maintain a managed security program to identify risks and implement preventative technology, as well as technology and processes for common attack mitigation. Zendesk has, and will maintain, a full-time information security team responsible for safeguarding Zendesk's networks, systems and services, and developing and delivering training to Zendesk's employees in compliance with Zendesk's security policies.

Annex IIIANNEX III

·Transfer Mechanisms and Region-Specific Terms

·Zendesk utilizes several transfer mechanisms governing the international transfer of Personal Data, depending upon the jurisdiction of the Personal Data that is Processed. Additional privacy-specific terms in the Region-Specific Terms are incorporated as applicable.

11. Binding Corporate Rules

·Zendesk, its affiliates, and Sub-processors comply with the requirements of Zendesk's Binding Corporate Rules, which have been approved by the Irish Data Protection Commission and the UK Information Commission Office and available on Zendesk's Trust Center at: https://www.zendesk.com/trust-center/.

22. Data Privacy Framework

·Zendesk has certified to participate in and comply with the EU-U.S. Data Privacy Framework ("EU-U.S. DPF"), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework ("Swiss-U.S. DPF") (see: https://www.dataprivacyframework.gov/s/). Zendesk commits to maintain the self-certification of compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF, or any replacement framework, for the Services provided under the Agreement and this DPA.

33. SCCs

• 1Zendesk also utilizes the standard contractual clauses adopted by the European Commission that are stated in the Annex to the European Commission's Implementing Decision 2021/914 of 4 June 2021, available at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32021D0914 ("EU SCCs"), and the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses', available at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf ("UK Addendum"). The parties acknowledge that the SCCs are incorporated into this DPA as if fully stated below. These links may be updated from time to time based on updates by regulatory authorities and will be updated by amendment to this DPA.
• 2To the extent that SCCs are published and required by a supervisory authority that are not EU SCCs, the parties interpret them as completed consistent with the selections in subsection (e).
• 3In the event of conflict or ambiguity, the terms of SCCs will take precedence over the DPA and all other terms between Zendesk and Customer.
• 4Where the EU SCCs are recognized by a local supervisory authority as a Transfer Mechanism, they apply to all Personal Data subject to that authority and will be considered completed in the manner specified in subsection (e).
• 5EU SCCs. Where the EU SCCs are used as a Transfer Mechanism, they are considered completed as follows:
• 5.1Module 2 (Controller to Processor) will apply where Customer is a controller of Service Data and Zendesk is a processor of Service Data; Module 3 (Processor to Processor) will apply where Customer is a processor of Service Data and Zendesk is a processor of Service Data;
• 5.2in Clause 7, the optional docking clause will not apply;
• 5.3in Clause 9(a), Option 2 "General Written Authorisation" will apply, and the time period for prior notice of Sub- processor changes as stated in the "Use of Sub-processors" section of this DPA;

·in Clause 9(a), Option 2 "General Written Authorisation" will apply, and the time period for prior notice of Sub- processor changes as stated in the "Use of Sub-processors" section of this DPA;

• 5.4in Clause 11, the optional language will not apply;

·in Clause 11, the optional language will not apply;

• 5.5in Clause 17, Option 1 will apply and will be governed by the laws provided in the Agreement, or by the laws of Ireland if no EEA member state law applies, or by the laws of the importer where neither apply;

·in Clause 17, Option 1 will apply and will be governed by the laws provided in the Agreement, or by the laws of Ireland if no EEA member state law applies, or by the laws of the importer where neither apply;

• 5.6in Clause 18(b), disputes will be resolved before the courts in the following order of precedence: (1) as provided in the Agreement, (2) Dublin, Ireland, if no EEA member state applies, (3) Customer's country with jurisdiction over the Customer's headquarters, (4) Zendesk's registered office address;

·in Clause 18(b), disputes will be resolved before the courts in the following order of precedence: (1) as provided in the Agreement, (2) Dublin, Ireland, if no EEA member state applies, (3) Customer's country with jurisdiction over the Customer's headquarters, (4) Zendesk's registered office address;

• 5.7in Annex I.A and I.B and Annex II of the EU SCCs are considered completed with the information listed in Annexes I and II to this DPA; and
• 5.8in Annex I.C of SCCs, the supervisory authority will be the authority competent with respect to the data exporter. Where the data exporter is not established in the local country but is still within the territorial scope of Applicable Data Protection Law, the competent supervisory authority will be located where the data exporter has appointed a representative, but if it has not appointed a representative, then supervisory authority of Ireland will be the competent authority.
• 6UK Addendum. Where the UK Addendum applies, it will be deemed completed as follows:
• 6.1Table 1, is considered completed with the information stated in Annex I of this DPA, the contents of which are hereby agreed to by the Parties;
• 6.2Table 2, the Parties select the checkbox that reads: "Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum", and the accompanying table are considered completed according to the Parties' preferences outlined in this Annex;
• 6.3Table 3, is considered completed with the information stated in Annex I, Annex II and as stated in the "Use of Sub-processors" section of this DPA; and
• 6.4Table 4, the Parties agree that neither Party may terminate the UK Addendum as stated in Section 19.

·Table 4, the Parties agree that neither Party may terminate the UK Addendum as stated in Section 19.