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Zendesk/Reseller Zendesk Customer Agreement is drafted as if it could incorporate Terms and Conditions
Reseller Zendesk Customer Agreement · p113
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Reseller Zendesk Customer Agreement

4,503 words, 117 clausesno date on the pageread 08/10/2026source

·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

·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.

Terms and Conditions · agreements and terms
Part of the agreement

Terms and Conditions

7,179 words, 141 clausesno date on the pageread 08/10/2026source

·Agreements and Terms

·Policies and Guidelines

·Trademarks and Intellectual Property

·Procurement and Suppliers

·Data Protection and Privacy

·Tax Governance and Disclosures

·Zendesk Marketing Affiliate Terms & Conditions

·PLEASE READ THE ENTIRE AGREEMENT.

·YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

·THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Zendesk, Inc.

·These Zendesk Marketing Affiliate Terms and Conditions (these "Terms") constitute a legally binding document covering your rights and obligations for participating in the Zendesk Marketing Affiliate Program. Please read these Terms carefully before submitting your application to join our Program. We also encourage you to consult back to these Terms when promoting Zendesk as an accepted Program participant.

·These Terms and this Program are also governed by the terms of our Privacy Notice, which is incorporated into these Terms as if fully set forth below.

·We reserve the right to modify these Terms at any time and will use reasonable efforts to notify you in the event we make any major changes.

  • 1DEFINITIONSAs used in these Terms:

·As used in these Terms:

  • 1.1"Zendesk", "we", "us", or "our" refers to Zendesk, Inc. and our subsidiaries and corporate affiliates.
  • 1.2"Marketing Affiliate", "you",or "your" refers to the individual or entity agreeing to these Terms. Any entity participating in the Program will be responsible for ensuring that its employees, agents and contractors comply with these Terms.
  • 1.3"our website(s)" refers to zendesk.com and any associated or predecessor sites we may designate.
  • 1.4"your website(s)" refers to any websites owned and operated by you where you will Link to our website.
  • 1.5"Link(s)" and "linking" refer to the URL(s) developed by Zendesk or our agents and the process of connecting such URL(s) to your website(s) for purposes of promoting Zendesk, our websites and/or our products and services.
  • 1.6"Program" refers to the Zendesk Marketing Affiliate Program as described in these Terms and any additional details we may publish and make available to you.
  • 1.7"Program Materials" refers to any content developed by or on behalf of Zendesk pertaining to the Program, our websites or our products and services that are provided to you in connection with the Program.
  • 1.8"Program Portal" refers to any websites and/or technologies owned or licensed to Zendesk to operate the Program. The Program Portal may be used for such purposes as delivery of Zendesk marketing collateral, creation and operation of the Links and associated tracking, delivery of campaign insertion orders, calculation and payment of any fees (or discounts, where applicable) available to you as a Program participant; and other reporting functions.
  • 2ENROLLMENTAfter receiving your Program application, we will review the information you submit to us, including your website(s) and any other information submitted through the Program Portal that we deem relevant, and notify you as to whether you have been accepted or rejected for participation in our Program. We typically review and reply to Program applications within 48 hours; however it may take longer for your application to be reviewed. We reserve the right to reject any application in our sole discretion. If you feel we have made an incorrect decision in rejecting your application, you may contact us for reconsideration. Once you are accepted into the Program as a Marketing Affiliate, we may also contact you for further discussion about your Program participation expectations and our current Program benefits.

·After receiving your Program application, we will review the information you submit to us, including your website(s) and any other information submitted through the Program Portal that we deem relevant, and notify you as to whether you have been accepted or rejected for participation in our Program. We typically review and reply to Program applications within 48 hours; however it may take longer for your application to be reviewed. We reserve the right to reject any application in our sole discretion. If you feel we have made an incorrect decision in rejecting your application, you may contact us for reconsideration.

·Once you are accepted into the Program as a Marketing Affiliate, we may also contact you for further discussion about your Program participation expectations and our current Program benefits.

  • 3PROGRAM BENEFITSAs a Program participant, you will be eligible to receive certain commissions for the marketing activities you perform on behalf of Zendesk. Commission rates and other campaign-specific details will be provided to you via the Program Portal. At this time the Zendesk Marketing Affiliate Program does not include coupon codes; provided that Zendesk may update the Program to include coupon codes upon notice. Any messaging by you that states or implies coupon or discounting of Zendesk products and services is considered a violation of these Terms.

·As a Program participant, you will be eligible to receive certain commissions for the marketing activities you perform on behalf of Zendesk. Commission rates and other campaign-specific details will be provided to you via the Program Portal.

·At this time the Zendesk Marketing Affiliate Program does not include coupon codes; provided that Zendesk may update the Program to include coupon codes upon notice. Any messaging by you that states or implies coupon or discounting of Zendesk products and services is considered a violation of these Terms.

  • 4COUPON ATTRIBUTION & AUTHENTICATIONTo the extent applicable, any Program coupon codes provided by Zendesk shall comply with the requirements set forth in Section 4 below. If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:1. You may ONLY advertise coupon codes that are provided to you through the Program.2. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the Program.3. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.4. You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).5. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer emails, paid search, or any other campaign.6. You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem.For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.7. Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.

·To the extent applicable, any Program coupon codes provided by Zendesk shall comply with the requirements set forth in Section 4 below. If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

11. You may ONLY advertise coupon codes that are provided to you through the Program.

22. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the Program.

33. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.

44. You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).

55. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer emails, paid search, or any other campaign.

66. You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem.For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.

77. Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.

  • 5COUPON ATTRIBUTION & AUTHENTICATIONMarketing Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. 'up to 40% off sale items') or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.

·Marketing Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. 'up to 40% off sale items') or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.

·When participating in our Program, you must follow the Zendesk Brand Guidelines and Trademark Usage Guidelines ("Advertising Policies") available at https://dam.zendesk.com/guidelines/guide/917681d4-0746-47a4-9e18-61729d8ee987/page/68232a44-6afa-4118-8443-a3930af168d7 and https://www.zendesk.com/company/trademark-property/trademarks/. These Advertising Policies outline Zendesk philosophy and certain content and activities that you must avoid when promoting Zendesk, our websites and our products and services.

·Your participation in the Program, including your website(s) and any technologies you employ in connection with your use of the Links and Program Portal, is subject to the following additional restrictions:

  • 6.1Your websites and technologies may NOT contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
  • 6.2Your websites and technologies may NOT contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
  • 6.3You may NOT in any way copy, resemble, or mirror the look and feel of our website or the Program Materials without our prior written approval.
  • 6.4You may NOT use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
  • 6.5Your websites and related content may NOT infringe on our or anyone else's intellectual property, publicity, privacy or other rights.
  • 6.6Your websites, technologies and practices may NOT otherwise violate applicable federal or state laws, rules or regulations.
  • 6.7Your websites, technologies, or marketing materials may NOT contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
  • 6.8You have sole responsibility for the development, operation, and maintenance of your website and technologies you use to participate in the Program, including all content on or linked to your website. In addition to the Program requirements listed in these Terms, you must follow other guidelines and adhere to any restrictions that Zendesk may provide, including through the Partner Portal.
  • 7USE OF LINKS & PROGRAM PORTAL.Your use of the Program Portal, Link(s) and Program Materials is subject to the following requirements and restrictions:

·Your use of the Program Portal, Link(s) and Program Materials is subject to the following requirements and restrictions:

  • 7.1You will use the Links and Program Materials without manipulation of any kind.
  • 7.2All domains where you post or use our Links and the Program Materials must be listed in your profile on the Program Portal. In the event you change your URL(s) or wish to use another website(s), you must update your Program profile and receive our approval prior to promoting Zendesk or posting our Links or Program Materials on those site(s).
  • 7.3You must keep all of your contact information, including banking details, up to date in the Program Portal. If you fail to do so, you may not receive your commissions and/or other Program benefits for which you would be eligible.
  • 7.4You must agree to and stay in compliance with any end user terms associated with the Program Portal.
  • 7.5You may NOT engage in cookie stuffing or include pop-ups, or false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
  • 7.6You may NOT use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
  • 7.7If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided and your future commission level may be set to 0%. (This does not include using "out" redirects from the same domain where the affiliate link is placed.)
  • 7.8We reserve the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.
  • 7.9It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
  • 7.10You will not, in connection with these Terms, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with these Terms only in a lawful manner and only in accordance with the terms herein.
  • 7.11We grant you a limited, nonexclusive, non-transferable, revocable right to use the Zendesk trademarks, in compliance with the Zendesk Trademark Usage Guidelines (available at https://www.zendesk.com/company/trademark-property/trademarks/) solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
  • 7.12You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording these Terms with appropriate government authorities. You agree that nothing in these Terms gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with these Terms. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or these Terms.
  • 8PAY PER CLICK GUIDELINESIf you are enrolled in our Program and participate in other Pay Per Click ("PPC") advertising, you must adhere to these PPC guidelines: We have a strict, no tolerance policy on PPC trademark bidding. You will forfeit all commissions earned for a minimum of the past 30 days prior to your PPC trademark bidding activities. We also reserve the right to reduce your further commissions to 0%, without notice, if we determine you have engaged in PPC trademark bidding using our trademarked terms. Zendesk Trademarks and Logos: Marks outlined in the Trademark Usage Guidelines (https://www.zendesk.com/company/trademark-property/trademarks/), provided in the Program Portal, and any other Zendesk marks set forth below (if applicable).

·If you are enrolled in our Program and participate in other Pay Per Click ("PPC") advertising, you must adhere to these PPC guidelines:

  • 8.1You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, Facebook or any other network.
  • 8.2You may not use our trademarked terms in sequence with any other keyword (i.e. Zendesk Coupons).
  • 8.3You may not use our trademarked terms or logos in your ad title, ad copy, display name or as the display url.
  • 8.4You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on your website.
  • 8.5You may not bid in any manner appearing higher than Zendesk for any search term in position 1-5 in any auction style pay-per-click advertising program.
  • 8.6If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program; we strongly suggest you add our trademarked terms as negative keywords.

·We have a strict, no tolerance policy on PPC trademark bidding. You will forfeit all commissions earned for a minimum of the past 30 days prior to your PPC trademark bidding activities. We also reserve the right to reduce your further commissions to 0%, without notice, if we determine you have engaged in PPC trademark bidding using our trademarked terms.

·Zendesk Trademarks and Logos: Marks outlined in the Trademark Usage Guidelines (https://www.zendesk.com/company/trademark-property/trademarks/), provided in the Program Portal, and any other Zendesk marks set forth below (if applicable).

  • 9ADDITIONAL RESTRICTIONS
  • 9.1Sub-Affiliate Networks. Promoting Zendesk, our websites, products or services through a sub-affiliate network is NOT permitted unless you submit a written request to us and obtain our prior written approval. Any authorized use of sub-affiliate networks may be subject to additional terms. If you operate or employ a sub-affiliate network without obtaining our prior approval, your Program commissions may be forfeited or reduced, at our discretion, for any sales we may track or identify as a sub-affiliate network activity. We reserve all other rights in respect of any unauthorized use of sub-affiliate networks as set out in Section 11 of these Terms.
  • 9.2Use of Domain Names. Use of any of our trademarked terms, or any substantially similar names, as part of the domain or sub-domain for your website is strictly prohibited (for example - your website may not be named www.zendeskjobs.com or www.zendeskaffiliate.com).
  • 9.3Your Advertising Materials. You may not create, publish, distribute, or print any written material that makes reference to our Program or that modifies the Program Materials without first submitting your materials to us and receiving our prior written consent.
  • 9.4Email Campaigns. If you intend to promote our Program via email campaigns, the following will apply:
  • 9.4.1You must strictly abide by all applicable marketing laws, including the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
  • 9.4.2E-mail must be sent by you or on your behalf by a reputable delivery provider/mechanism and must not imply that the email is being sent by or on behalf of Zendesk.
  • 9.4.3All emails sent in connection with our Program must include appropriate opt-out link and messaging that comply with all applicable laws.
  • 9.4.4All email materials, including their content and any look/feel details, must first be submitted to us for approval prior to being delivered to third parties. We reserve the right to ask you to make corrections or changes to your emails prior to delivery.
  • 9.4.5You must include Zendesk as a recipient when sending e-mail messages so that we have a record of the delivery and your compliance with our requirements of the e-mail delivery.
  • 9.4.6You are responsible for the compliance of your email materials with all applicable laws. Our approval of your email does not constitute compliance with the Act and you may not assert any claim against us or any third party (including a regulator) that you are in compliance with applicable laws based upon our approval of any email materials.
  • 9.5Promoting Zendesk in Social Media. Your promotion of Zendesk, our websites and our products and services on Facebook, X Corp. (formerly known as Twitter), and other social media platforms is permitted so long as you follow these general guidelines:
  • 9.6.1You are allowed to promote offers to your own lists; more specifically, you may use your affiliate Links on your own Facebook, X, etc. pages.You can NOT post your affiliate Links on Zendesk's Facebook, X, Pinterest or other social media pages of our company in an attempt to turn those Links into commissions.
  • 9.6.2You can NOT run social media ads using the Zendesk trademarked terms or logos in any portion of your ad.
  • 9.6.3You can NOT create any social media account that includes Zendesk trademarked terms or logos in the page name, as a descriptor and/or as your username.
  • 10CONFIDENTIALITY & NON-SOLICITATIONExcept as otherwise provided in these Terms or as granted by us with prior written consent, you agree that all information, including, without limitation, these Terms, our business and financial information, our customer and vendor lists, our pricing and sales information, and all other details concerning us or any of our corporate affiliates that are provided to you by us or on our behalf, whether marked as 'Confidential' or would reasonably (collectively, "Zendesk Confidential Information") will remain strictly confidential and secret. You shall use at least the same standard of care to protect the Zendesk Confidential Information as you use to protect your own similar confidential and proprietary information, but no less than reasonable care. You may not, and will prevent other parties acting on your behalf from, use any such Zendesk Confidential Information for any purpose other than your participation in the Program. Your confidentiality obligations stated in this Section will not apply solely to the extent that any such Zendesk Confidential Information is generally known or made available to the public by us prior to your use of such information. You will not use any Zendesk Confidential Information obtained from the Program to develop, enhance or operate a service that competes with the Program, or assist another party in doing the same. You agree to not solicit any employee of Zendesk. during your participation in the Program and for a period of one year following your cessation or termination as a Program participant.

·Except as otherwise provided in these Terms or as granted by us with prior written consent, you agree that all information, including, without limitation, these Terms, our business and financial information, our customer and vendor lists, our pricing and sales information, and all other details concerning us or any of our corporate affiliates that are provided to you by us or on our behalf, whether marked as 'Confidential' or would reasonably (collectively, "Zendesk Confidential Information") will remain strictly confidential and secret. You shall use at least the same standard of care to protect the Zendesk Confidential Information as you use to protect your own similar confidential and proprietary information, but no less than reasonable care. You may not, and will prevent other parties acting on your behalf from, use any such Zendesk Confidential Information for any purpose other than your participation in the Program. Your confidentiality obligations stated in this Section will not apply solely to the extent that any such Zendesk Confidential Information is generally known or made available to the public by us prior to your use of such information. You will not use any Zendesk Confidential Information obtained from the Program to develop, enhance or operate a service that competes with the Program, or assist another party in doing the same.

·You agree to not solicit any employee of Zendesk. during your participation in the Program and for a period of one year following your cessation or termination as a Program participant.

  • 11RELATIONSHIPSNothing in these Terms will be deemed to establish a partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you (or any Affiliate Participant) and Zendesk or our corporate affiliates. You will have no authority to make or accept any offers or representations on our behalf. If you are currently employed by Zendesk or our affiliates, you and your immediate family members are prohibited from joining the Program and from earning associated commissions.

·Nothing in these Terms will be deemed to establish a partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you (or any Affiliate Participant) and Zendesk or our corporate affiliates. You will have no authority to make or accept any offers or representations on our behalf. If you are currently employed by Zendesk or our affiliates, you and your immediate family members are prohibited from joining the Program and from earning associated commissions.

  • 12COMPLIANCE WITH LAWSThese disclosure requirements apply to all social media, even when space is restricted (e.g. tweets). For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf
  • 12.1Generally. In addition to your compliance with these Terms, you further agree that you will follow all applicable laws of the countries in which you operate and those countries where you promote Zendesk, including but not limited to all applicable privacy and security laws, rules, directives, regulatory guidance, and best practices.
  • 12.2FTC Disclosures Specifically. You must include a disclosure statement within any and all of your websites, subpages, blog/posts, or social media posts where Links to our Program, the Program Materials or any materials created by you are presented as an endorsement or review or Zendesk, and all other locations where it is not or may not be clear to the viewer that the Link is a paid advertisement. Your disclosure statement should adhere to the following:
  • 12.3.1Your disclosures must be clear and concise, stating that Zendesk is compensating you for your review or endorsement. Your Disclosures must be made at the beginning of the claims and may not appear solely in a "Terms of Use", "Legal", "About Us" or another linked page.
  • 12.3.2Your Disclosures should be placed above the fold and visible before any jump; scrolling should not be necessary to find your disclosure.
  • 12.3.3Pop-up, hover state and button disclosures are prohibited.
  • 12.3.4Your disclosures should be made in the same medium (e.g. video, text) as your endorsement or review claim.

·These disclosure requirements apply to all social media, even when space is restricted (e.g. tweets). For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf

  • 13ZENDESK RESERVED RIGHTSWe reserve the right, in our sole discretion, to set your future commission rates to 0%, suspend your Program accounts, rescind commissions accrued or previously paid to you, and/or remove you from the Program in the event of any fraudulent or misleading activity associated with your use of the Links or Program Materials, or any other Program violations committed by you or any party acting on your behalf, any party under your reasonable control or any party that obtains access to the Program, Links or our marketing materials through you (collectively "Affiliate Participants"). We reserve the right, in our sole discretion, to discontinue this Program at any time without notice. Additionally, if we ask you for clarification or more information on any clicks, end user activity or content created by you that we suspect may be in violation of these Terms (including our policies referenced herein), we expect that you will respond in a timely and honest manner. We reserve all suspension, revocation and termination rights described in this Section 13 in the event that, in our sole discretion:

·We reserve the right, in our sole discretion, to set your future commission rates to 0%, suspend your Program accounts, rescind commissions accrued or previously paid to you, and/or remove you from the Program in the event of any fraudulent or misleading activity associated with your use of the Links or Program Materials, or any other Program violations committed by you or any party acting on your behalf, any party under your reasonable control or any party that obtains access to the Program, Links or our marketing materials through you (collectively "Affiliate Participants"). We reserve the right, in our sole discretion, to discontinue this Program at any time without notice.

·Additionally, if we ask you for clarification or more information on any clicks, end user activity or content created by you that we suspect may be in violation of these Terms (including our policies referenced herein), we expect that you will respond in a timely and honest manner. We reserve all suspension, revocation and termination rights described in this Section 13 in the event that, in our sole discretion:

  • 13.1you are not forthcoming, intentionally vague or are found to be lying;
  • 13.2you are not responsive within a reasonable time period and after multiple attempts by us to contact you using the contact information listed in your Program Portal profile; or
  • 13.3we have determined or suspect fraudulent activity related to your participation in the Program and request further information from you, and you cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
  • 14OUR CUSTOMERSCustomers who buy products through the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.

·Customers who buy products through the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.

  • 15ORDER PROCESSING1. Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.2. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.3. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.

11. Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.

22. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.

33. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.

  • 16INDEMNIFICATIONYou hereby agree to indemnify, defend and hold harmless Zendesk and our subsidiaries, corporate affiliates, partners, licensors, directors, officers, employees, and service providers (the "Zendesk Participants") against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of these Terms (including all representations, warranties, covenants, restrictions and obligations herein) by you or any Affiliate Participant; (ii) you or any Affiliate Participant's misuse of the Links, Program Portal, Program Materials, our confidential information, or any other content or intellectual property connected with our Program; (iii) any claim related to your website, including but not limited to, the content contained on such website (excluding claims based upon our Links or the Program Materials); and (iv) your or any Affiliate Participant's violation of applicable law, rule, regulation or court order including any applicable tax laws.

·You hereby agree to indemnify, defend and hold harmless Zendesk and our subsidiaries, corporate affiliates, partners, licensors, directors, officers, employees, and service providers (the "Zendesk Participants") against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of these Terms (including all representations, warranties, covenants, restrictions and obligations herein) by you or any Affiliate Participant; (ii) you or any Affiliate Participant's misuse of the Links, Program Portal, Program Materials, our confidential information, or any other content or intellectual property connected with our Program; (iii) any claim related to your website, including but not limited to, the content contained on such website (excluding claims based upon our Links or the Program Materials); and (iv) your or any Affiliate Participant's violation of applicable law, rule, regulation or court order including any applicable tax laws.

  • 17DISCLAIMERSTHE ZENDESK MARKETING AFFILIATE PROGRAM AND LINKS, INCLUDING OUR PROGRAM MATERIALS, PRODUCTS AND SERVICES, ARE PROVIDED TO YOU "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ZENDESK DOES NOT WARRANT THAT THE PROGRAM, LINKS, PROGRAM MATERIALS, OR ANY ZENDESK SERVICES OR PRODUCTS, WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM, LINKS OR PROGRAM MATERIALS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. ZENDESK EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT, OMISSION OR ERROR OF ITS SERVICES PROVIDERS OR OTHER CORPORATE AFFILIATES OR THEIR RESPECTIVE PRODUCTS AND SERVICES. ZENDESK DOES NOT GUARANTEE THAT YOU WILL BE ELIGIBLE FOR OR EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

·THE ZENDESK MARKETING AFFILIATE PROGRAM AND LINKS, INCLUDING OUR PROGRAM MATERIALS, PRODUCTS AND SERVICES, ARE PROVIDED TO YOU "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ZENDESK DOES NOT WARRANT THAT THE PROGRAM, LINKS, PROGRAM MATERIALS, OR ANY ZENDESK SERVICES OR PRODUCTS, WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM, LINKS OR PROGRAM MATERIALS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. ZENDESK EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT, OMISSION OR ERROR OF ITS SERVICES PROVIDERS OR OTHER CORPORATE AFFILIATES OR THEIR RESPECTIVE PRODUCTS AND SERVICES. ZENDESK DOES NOT GUARANTEE THAT YOU WILL BE ELIGIBLE FOR OR EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

  • 18LIMITATION OF LIABILITYIN NO EVENT WILL ZENDESK BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM PORTAL OR PROGRAM MATERIALS; ANY TECHNICAL MALFUNCTIONS, COMPUTER ERRORS, CORRUPTION OR LOSS OF INFORMATION; OR FOR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT WILL ZENDESK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. ZENDESK'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY IN CONNECTION WITH THESE TERMS AND THE PROGRAM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS OR (II) THE COMMISSION AMOUNTS PAID TO YOU BY ZENDESK DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

·IN NO EVENT WILL ZENDESK BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM PORTAL OR PROGRAM MATERIALS; ANY TECHNICAL MALFUNCTIONS, COMPUTER ERRORS, CORRUPTION OR LOSS OF INFORMATION; OR FOR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT WILL ZENDESK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. ZENDESK'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY IN CONNECTION WITH THESE TERMS AND THE PROGRAM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS OR (II) THE COMMISSION AMOUNTS PAID TO YOU BY ZENDESK DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

  • 19MISCELLANEOUS1. You agree that you are an independent contractor, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.2. Neither party may assign its rights or obligations under these Terms to any party, except to a party who obtains all or substantially all of the business or assets of a third party.3. These Terms shall be governed by and interpreted in accordance with the laws of the United States and the State of California without regard to the conflicts of laws and principles thereof. Any disputes under these Terms shall be resolved in a court of general jurisdiction in San Francisco County, California.4. You may not amend or waive any provision of these Terms unless in writing and signed by both parties.5. These Terms represent the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.6. The headings and titles contained in these Terms are included for convenience only, and shall not limit or otherwise affect the terms of these Terms.7. If any provision of these Terms are held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of these Terms shall have full force and effect.8. Our failure to enforce any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms.

11. You agree that you are an independent contractor, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

22. Neither party may assign its rights or obligations under these Terms to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

33. These Terms shall be governed by and interpreted in accordance with the laws of the United States and the State of California without regard to the conflicts of laws and principles thereof. Any disputes under these Terms shall be resolved in a court of general jurisdiction in San Francisco County, California.

44. You may not amend or waive any provision of these Terms unless in writing and signed by both parties.

55. These Terms represent the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

66. The headings and titles contained in these Terms are included for convenience only, and shall not limit or otherwise affect the terms of these Terms.

77. If any provision of these Terms are held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of these Terms shall have full force and effect.

88. Our failure to enforce any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms.

  • 20INDEPENDENT INVESTIGATIONYOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO ALL TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THESE TERMS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THESE TERMS.© 2024 ZENDESK, INC.

·YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO ALL TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THESE TERMS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THESE TERMS.

·© 2024 ZENDESK, INC.