·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 Main Services 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
• ·Application Developer and API License Agreement Marketplace Terms of Use Assignments and Transfers
• ·Reseller Subscription Services Agreement Data Protection and Privacy Zendesk Trust Centre 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 and Beta Services Terms Free Trials Beta Services

·Privacy Notice

·Effective Date: 28 January 2026 For the prior version of our Privacy Notice, click here. For the prior version of our Zendesk Events Policy, click here.

·Hello! Zendesk is a service-first CRM company that builds software designed to improve customer relationships. We've developed this Privacy Notice ("Notice") to explain to you how we collect, use, disclose and store personal data.

·This Notice only applies when Zendesk is the Controller of personal data (example: Zendesk website visitors' personal data and business-to-business contact data). Zendesk is a Processor, not a Controller, of personal data that we process on behalf of our Subscribers when they use Zendesk products and Services. For clarity, this means that this Notice does not apply to where Zendesk processes personal data as a processor in its products and Services. If you have questions related to how a Zendesk Subscriber utilises your personal data, please contact them directly. We are not responsible for the privacy or data security practices of our Subscribers. This Notice also does not apply to personal data about current and former Zendesk employees, job candidates or contractors and agents acting in similar roles.

·Table of Contents:

• 1Introduction
• 2Personal Data We Collect and Disclose
• 3How We Process Personal Data
• 4Sources of Personal Data
• 5Cookies and Tracking Technologies
• 6Security and Retention
• 7Children's Privacy
• 8External Links
• 9Contact Information
• 10Supplemental Terms for California Residents
• 11Supplemental Information for the EEA, Switzerland and the U.K.
• 12Supplemental Information for Other Regions
• 13English Version Controls
• 14Zendesk, Inc. Affiliates

11. Introduction

·This Notice applies to Zendesk, Inc. and its relevant Affiliates listed in Section 14 ("Zendesk", "us", "we" or "our"). Capitalised terms that we use but are not defined in the Notice (such as Site, Services, Subscriber, Agent, Agent Contact Information, etc.) have the meaning provided in our Main Services Agreement. If you are located in the European Economic Area ("EEA"), Switzerland or the United Kingdom ("U.K."), please refer to Section 11 of this Notice for more information about which specific entity or entities act as a controller of your personal data.

·When Does This Notice Apply? This Notice only applies to personal data that Zendesk handles as a Controller (meaning where Zendesk controls how and why your personal data is processed). This includes when you:

• ·Visit or interact with the Zendesk.com Site, the Zendesk mobile applications, the Zendesk Marketplace, the Zendesk Developer Portal, our branded social media pages and other Sites which we operate (collectively, our "Digital Properties");
• ·Register for or participate in our webinars, events, programs, marketing and promotional activities;
• ·Interact with us in person, such as when you visit our offices; and
• ·Inquire about or engage in commercial transactions with us.

·Changes: We may update this Notice from time to time. Please check back periodically for updates. If you do not agree with any changes we make, you should stop interacting with us. When required under applicable law, we will notify you of any changes to this Notice by posting an update on our Site or in another appropriate manner.

22. Personal Data We Collect and Disclose

·The below table describes what personal data we collect about you and to whom we disclose personal data. California individuals: This table includes the parties we disclose personal data to for a business or commercial purpose, as defined by California law.

·In addition to the above disclosures, we may share your personal data to respond to lawful requests by law enforcement or other government authorities, including to meet national security requirements, in accordance with our Government Data Request Policy. We may also de-identify, anonymise or aggregate personal data to use or share with third parties for any purpose, where legally permitted.

33. How We Process Personal Data

·We may process your personal data for the below purposes: Purpose of Processing | Lawful Basis

·Zendesk will honour data subject rights to the extent required by law. You may have the right to access, correct, update and, in some cases, request deletion of your personal data (subject to exceptions). You may submit a request here.

·Zendesk uses a limited number of third-party service providers to assist us in processing data for certain purposes. These third-party providers help support certain site features, perform database monitoring and other technical operations, assist with the transmission of data and provide data storage services. These third parties may process or store personal data while providing their services. Zendesk maintains contracts with these third parties restricting their access, use and disclosure of personal data in compliance with our obligations under the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF, including the onward transfer provisions, and Zendesk remains liable if they fail to meet those obligations and we are responsible for the event giving rise to damage.

44. Sources of Personal Data

• ·Information you provide to us directly, including when you register and communicate with us directly through our Digital Properties, visit our offices or participate in our events, marketing and outreach activities.
• ·Information collected from your employer, co-workers or friends, including information about representatives or other employees of our current, past and prospective customers, suppliers, investors and business partners. We may also receive your information from a friend as part of a referral for our Services.
• ·Information automatically collected, including technical information about your interactions with our Digital Properties (such as IP address, browsing preferences and purchase history). More information is available in Section 5 below and in our Cookie Notice.
• ·Information from public sources, including information from public records and information you share in public forums, such as social media.
• ·Information from other third parties, including information from third-party service and content providers, entities with whom we partner to sell or promote products and services, and social media networks (including widgets related to such networks, such as the "Facebook Like" button).

·We may combine information that we receive from the various sources described in this Notice, including third-party sources and public sources, and use or disclose it for the purposes identified above.

55. Cookies and Tracking Technologies

·We use cookies and other tracking technologies and offer you the option to manage these settings as described in our Cookie Notice. Some tracking technologies enable us to track your device activity over time and across devices and websites. While some browsers have incorporated Do Not Track or DNT preferences, we do not honour such signals from web browsers at this time.

66. Security and Retention

·We maintain appropriate security procedures and technical and organisational measures to protect your personal data against accidental or unlawful destruction, loss, disclosure, alteration or use.

·Your personal data will be generally retained as long as necessary to fulfill the purposes for which we collected the personal data. Once you and/or your company have terminated the contractual relationship with us or otherwise ended your relationship with us, we may retain your personal data in our systems and records to ensure adequate fulfilment of surviving provisions in terminated contracts or for other legitimate business purposes, such as to evidence our business practices and contractual obligations, to provide you with information about our products and services, or to comply with applicable legal, tax or accounting requirements. When we have no ongoing legitimate business need nor lawful legal ground to process your personal data, we will delete, anonymise or aggregate it or, if this is not possible (for example, because your personal data has been stored in backup archives), then we will securely store your personal data and isolate it from any further processing until deletion is possible. If you want to know more about retention periods applicable to your particular circumstance, please contact us using the details provided in Section 9 below.

77. Children's Privacy

·Our Sites and Services are not directed to children under the age of 16, and we do not knowingly collect online personal data directly from children. If you are a parent or guardian of a minor child and believe that the child has disclosed online personal data to us, please contact us using the details provided in Section 9 below.

88. External Links

·When interacting with us, you may encounter links to external sites or other online services, including those embedded in third-party advertisements. We do not control and are not responsible for privacy and data collection policies for such third-party sites and services. You should consult such third parties and their respective privacy notices for more information or if you have any questions about their practices.

99. Contact Information

·If you have questions or complaints regarding this Notice or about the Zendesk Group's privacy practices, please contact us by email at euprivacy@zendesk.com or privacy@zendesk.com, or at: Zendesk, Inc. Attn: Privacy Team 989 Market Street San Francisco, CA 94103, United States

·In compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF, we commit to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF to JAMS, an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit here for more information or to file a complaint. The services of JAMS are provided at no cost to you.

1010. Supplemental Terms for California Residents

·Pursuant to the California Consumer Privacy Act ("CCPA"), this Section 10 applies to certain personal data collected about California individuals where Zendesk controls how and why the personal data is processed (which the CCPA calls a "business") and supplements the rest of our Notice above. This Section 10 does not apply to current or former employees, applicants, contractors or agents.

·a. Additional Data Processing Disclosures:The below table provides the categories of personal data we have sold, shared or disclosed to third parties, as defined by the California Privacy Rights Act. For reference, the table in Section 2 provides the categories of personal data collected and our disclosures of personal data.

·Although we have not "sold" or "shared" personal data for money in the past 12 months, we engage in routine practices with our Digital Properties involving third parties that could be considered a "sale" or "sharing" as defined under California law. We do not knowingly sell or share any personal data of minors under the age of 16. We do not collect or process "sensitive personal information", as defined by California law, to infer characteristics about you. Zendesk only uses sensitive personal information consistent with the exceptions to the right to limit sensitive personal information.

·Financial Incentives: We may offer a benefit or offering in exchange for you providing personal data, such as a discount or coupon to individuals who respond to a survey. As part of these surveys we may collect personal data, such as your name, contact information, preferences, experiences, beliefs, opinions and other responses to the survey questions. Participation in surveys is governed by the applicable terms and conditions for the survey, which will describe any financial incentives associated with that survey and how to participate. The value of your data is the value of the offer presented to you. We have calculated such value by using the expense related to the benefit. You may withdraw from any financial incentive at any time by emailing us at privacy@zendesk.com. If we offer another type of financial incentive, we will share with you the material terms of each offer when we ask you to participate.

·b. Your Data Protection Rights: Subject to legal limitations, certain California residents may have the below rights.

• ·Right to Know. You have the right to request information about the categories of personal data we have collected about you, the categories of sources from which we collected the personal data, the purposes for collecting the personal data, the categories of third parties to whom we have disclosed your personal data, and the purpose for which we disclosed your personal data ("Categories Report"). You may also request information about the specific pieces of personal data we have collected about you ("Specific Pieces Report").
• ·Right to Delete. You have the right to request that we delete personal data that we have collected from you.
• ·Right to Correct. You have the right to request that we correct inaccurate personal data that we maintain about you.
• ·Right to Opt Out of Sale or Sharing. We do not sell personal data to third parties in exchange for money. However, as we explain in Section 5, we share information with advertising partners and allow advertising partners to collect information from our Digital Properties. This exchange may be considered a "sale" or "sharing" under California law, and you have the right to opt out of this "sale" or "sharing" of personal data.

·California residents may request to exercise the Right to Know, the Right to Delete and the Right to Correct by using our webform or by emailing us at privacy@zendesk.com. We will not discriminate against you, in any manner prohibited by applicable law, for exercising these rights.

·How to Fully Exercise the Right to Opt Out of Sale or Sharing: In order to fully exercise the Right to Opt Out of Sale or Sharing with respect to any "sale" or "sharing" of information, you must undertake both of the following steps:

• 1Submit a Right to Opt Out of Sale or Sharing request using our webform; and
• 2Disable the use of advertising cookies and other tracking technologies by clicking the "Do Not Sell or Share My Personal Information" link in our website footer. You must complete this step on each of our Sites from each browser and on each device that you use. These steps are necessary so that we can place a first-party cookie signaling that you have opted out on each browser and each device you use.

·If you block cookies, we will be unable to comply with your Right to Opt Out of Sale or Sharing request for device data that we automatically collect and disclose to third parties online using cookies, pixels and other tracking technologies. If you clear the cookies in your browser, you will need to follow Step 2 above again. To the extent required by California law, we will honour "Do Not Sell or Share" opt-out preference signals sent in a format commonly-used and recognised by businesses at the browser level, such as an HTTP header field or JavaScript object.

·Verification: To process California data protection requests, we will need to obtain information to locate you in our records or verify your identity, depending on the nature of the request. In most cases, we will request information about you, which may include your name, email address or other information. If you submit a Right to Know "Specific Pieces Report", we may also request a signed declaration, under penalty of perjury, that you are who you say you are. We may request alternative information under certain circumstances and/or use third parties to help verify your identity.

·Authorised Agents: Authorised agents may exercise California data protection rights on behalf of California individuals, but we reserve the right to verify the individual's identity directly as described above. Authorised agents must contact us by submitting a request through our webform and indicate that they are submitting the request as an agent. We may require the agent to demonstrate authority to act on your behalf by providing signed permission from you. We may also require you to verify your own identity directly with us or to directly confirm with us that you provided the authorised agent permission to submit the request.

·Timing: We will process Right to Opt Out of Sale or Sharing requests within fifteen working days from the date we received the request. We will respond to Requests to Delete and Requests to Know within forty-five days unless we need more time, in which case we will notify you, and it may take up to ninety days to respond to your request.

1111. Supplemental Information for the EEA, Switzerland and the U.K.

·The following terms supplement the Notice with respect to our processing of EEA (i.e. European Union Member States, Iceland, Liechtenstein and Norway), Swiss and U.K. personal data. In the event of any conflict or inconsistency between the other parts of the Notice and the terms of this Section 11, Section 11 shall govern and prevail with regard to the processing of EEA, Swiss and U.K. Personal Data, to the extent applicable.

·Data Controller: The Zendesk entity with which you have a primary relationship (such as the entity that concluded the Services contract with you; the entity that has provided you with marketing materials and promotional communications; or the primary entity in the region where you access our Site) is the controller within the scope of this Notice. In the majority of cases, this will be Zendesk, Inc., unless we specifically inform you otherwise.

·a. Legal Basis for Processing: Please see Section 3 for the legal basis on which we rely for the collection, processing and use of personal data.

·b. Your Data Protection Rights: Under applicable data protection laws, you may exercise certain rights regarding your personal data:

• ·Right to Access. You have the right to obtain confirmation from us whether we are processing your personal data and related information, as well as the right to obtain a copy of your personal data undergoing processing.
• ·Right to Data Portability. You may receive your personal data, that you have provided to us, in a structured, commonly-used and machine-readable format, and you may have the right to transmit it to other data controllers without hindrance. This right only exists if the processing is based on your consent or a contract, and the processing is carried out by automated means.
• ·Right to Rectification. You have the right to request the rectification of inaccurate personal data and to have incomplete data completed.
• ·Right to Objection. You have the right to object to the processing of your personal data in certain cases.
• ·Right to Restrict Processing. You may request that we restrict the processing of your personal data in certain cases.
• ·Right to Erasure. You may request that we erase your personal data in certain cases.
• ·Right to Lodge a Complaint. You have the right to lodge a complaint with a supervisory authority.
• ·Right to Refuse or Withdraw Consent. In case we ask for your consent to process your personal data, you are free to refuse to give it. If you have given your consent, you may withdraw it at any time without any adverse consequences. The lawfulness of any processing of your personal data that occurred prior to the withdrawal of your consent will not be affected.
• ·Right to Not Be Subject to Automated Decision-making. The types of automated decision-making referred to in Article 22(1) and (4) EU/UK General Data Protection Regulation ("GDPR") do not take place in connection with your personal data. Should this change, we will inform you about why and how any such decision was made, the significance of it and the possible consequences of it. You will also have the right to human intervention, to express your point of view and to contest the decision.

·You may exercise these rights by contacting us using the details provided in Section 9 above. Please note that we may refuse to act on requests to exercise data protection rights in certain cases, such as where providing access might infringe someone else's privacy rights or impact our legal obligations.

·c. International Transfers of Personal Data: Due to the global nature of our operations, some of the recipients mentioned in Section 2 of the Notice may be located in countries outside the EEA, Switzerland or the U.K., which do not provide an adequate level of data protection as defined by data protection laws in the EEA, Switzerland and the U.K. Transfers within the Zendesk Group or to third parties located in such third countries take place using a valid data transfer mechanism, such as the EU Standard Contractual Clauses and/or the U.K. Addendum to such clauses, approved Binding Corporate Rules, approved codes of conduct and certifications mechanisms, on the basis of permissible statutory derogations, or any other valid data transfer mechanism issued or approved by the EEA, Swiss or U.K. authorities. More information on (including a copy of) our Binding Corporate Rules is available here, and evidence of our Binding Corporate Rules approval is available on the European Data Protection Board's website here. Certain third countries have been officially recognised by the EEA, Swiss and U.K. authorities as providing an adequate level of protection and no further safeguards are necessary. Please reach out to us using the contact information in Section 9 above, if you wish to receive further information about how we transfer personal data or, where available, a copy of the relevant data transfer mechanism.

·Zendesk, Inc., FutureSimple Inc. and Smooch Technologies US Inc. 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) as set forth by the U.S. Department of Commerce. Zendesk, Inc. FutureSimple Inc. and Smooch Technologies US Inc. have certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF. Zendesk, Inc. FutureSimple Inc. and Smooch Technologies US Inc. have certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. For complaints regarding DPF compliance not resolved by any of the other DPF mechanisms, you have the possibility, under certain conditions, to invoke binding arbitration. Further information can be found on the official DPF website: https://www.dataprivacyframework.gov/framework-article/ANNEX-I-introduction. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

·The Federal Trade Commission has jurisdiction over Zendesk, Inc., FutureSimple Inc. and Smooch Technologies US Inc. compliance with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF).

·Data Protection Officer: The contact details for our data protection officer are as follows: Zendesk, Inc., Attn: Privacy Team and DPO, 989 Market Street, San Francisco, CA 94103, United States, euprivacy@zendesk.com.

1212. Supplemental Information for Other Regions

• ·Australia: Personal data collected, stored, used and/or processed by the Zendesk Group, as described in this Notice, is collected, stored, used and/or processed in accordance with the Australian Privacy Act 1988 (Commonwealth) and the Australia Privacy Principles. If you are dissatisfied with our handling of a complaint or do not agree with the resolution proposed by us, you may make a complaint to the Office of the Australian Information Commissioner ("OAIC") by contacting the OAIC using the methods listed on their website. Alternatively, you may request that we pass on the details of your complaint to the OAIC directly.
• ·Brazil: Personal data collected, stored, used and/or processed by the Zendesk Group, as described in this Notice, is collected, stored, used and/or processed in accordance with Lei Geral de Proteção de Dados ("LGPD"). Those individuals who use or access our Sites or Services expressly consent to the collection, use, storage and processing of their personal data by us for the purposes described in this Notice.
• ·Canada: Personal data, as defined in the Personal Information Protection and Electronic Documents Act ("PIPEDA") will be collected, stored, used and/or processed by the Zendesk Group in accordance with the Zendesk Group's obligations under PIPEDA.
• ·Japan: Personal data collected, stored, used and/or processed by the Zendesk Group, as described in this Notice, is collected, stored, used and/or processed in accordance with Japan's Act on the Protection of Personal Information ("APPI").
• ·Nevada: We do not presently sell personal data as defined under Nevada law. If you are a Nevada resident, you may nevertheless email us using the information above to exercise your right to opt-out of sale under Nevada Revised Statutes §603A et seq.
• ·New Zealand: Personal data collected, stored, used and/or processed by the Zendesk Group, as described in this Notice, is collected, stored, used and/or processed in accordance with New Zealand's Privacy Act 2020 and its 13 Information Privacy Principles ("NZ IPPs").
• ·Singapore: Personal data collected, stored, used and/or processed by the Zendesk Group, as described in this Notice, is collected, stored, used and/or processed in accordance with the Zendesk Group's obligations under the Personal Data Protection Act 2012 ("PDPA").
• ·United Kingdom: Personal data collected, stored used, and/or processed by the Zendesk Group, as described in this Privacy Notice, is collected, stored, used and/or processed in accordance with the Zendesk Group's obligations under the UK Data Protection Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019, as amended, superseded or replaced ("U.K. GDPR").

1313. English Version Controls

·Non-English translations of this notice are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

1414. Zendesk, Inc. Affiliates

·Zendesk, Inc.; Zendesk Brasil Software Corporativo Ltda; Zendesk UK Limited; Zendesk International Limited; Zendesk APS; Zendesk Pty., Ltd; Kabushiki Kaisha Zendesk; Zendesk Incorporated; Zendesk GmbH; Zendesk Singapore Pte. Ltd.; Zendesk France SAS; Base sp. z o. o. (Base spółka z ograniczoną odpowiedzialnością); Zendesk Technologies Private Limited; FutureSimple Inc.; Zendesk Korea LLC; Smooch Technologies ULC; Cleverly, Unipessoal, LDA.; ZD Sub Holdings (U.S.); Zendesk Sweden AB.; Smooch Technologies US Inc. (U.S.); Zendesk S. de R.L. de C.V. (Mexico); Zendesk Technologies Spain S.L. (Spain); Zoro TopCo, LP; Zendesk Netherlands B.V.; Zendesk Italy S.r.l.; Tymeshift Inc; Tymeshift doo Novi Sad; Tymeshift Portugal, Unipessoal Lda.

·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.

• 6PARTICIPATION REQUIREMENTSWhen 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:

·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.