·Agreements and Terms

·Policies and Guidelines

·Trademarks and Intellectual Property

·Procurement and Suppliers

·Data Protection and Privacy

·Tax Governance and Disclosures

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

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

·Zendesk Partner Agreement

·This Agreement is governed by the terms set forth below, Zendesk's Partner Code of Conduct and Compliance Expectations, the Data Processing Agreement, the Zendesk Global GTM Partner Program Guide, and other binding documentation in Partner Connect.

·Table of Contents:

• 1APPOINTMENT AND OBLIGATIONS
• 2PARTNER'S MARKETING, SALE AND SUPPORT OF THE SERVICES
• 3PARTNER'S USE OF THE SERVICES - DEMO PURPOSES
• 4PAYMENT TERMS
• 5CONFIDENTIALITY
• 6INTELLECTUAL PROPERTY
• 7TERM AND TERMINATION & SUSPENSION RIGHTS
• 8REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
• 9INDEMNIFICATION
• 10LIMITATION OF LIABILITY
• 11GENERAL TERMS
• 12DEFINITIONS

1SECTION 1. APPOINTMENT AND OBLIGATIONS

• 1.11.1 Appointment. Zendesk appoints Partner on a non-exclusive basis to market, sell, and support the Services, as authorized by Partner Type and Partner Tier. Zendesk has the right to appoint and transact with additional third parties or sell directly to Customers at any time. Additional third parties' sales and direct Zendesk sales does not constitute a termination or interference with this Agreement. Zendesk may change, update, or discontinue the availability of any of the Services in its sole discretion without incurring any obligation to Partner, its Additional Partners, or Customers. Partner is responsible for educating itself on all updates and communicating updates to its Customers and Additional Partners, as applicable, in compliance with the Program Guide.
• 1.21.2 Additional Partners. Partners who are designated as Distributors have the right to appoint Additional Partners to perform sales, marketing and support services to Customers on Partner's behalf. As a condition to authorizing Additional Partners, Zendesk requires each Additional Partner to agree to the terms of this Agreement. Unless prohibited by applicable law, Zendesk is a third party beneficiary with respect to agreements between Partners, Additional Partners, and Customers. If Zendesk discovers that Partner has distributed any Services through unauthorized agents or other third parties, Zendesk has the right to either: (a) immediately suspend or terminate the third parties' access to the Services; or (b) enter into agreements directly with any of the third parties without compensation to Partner.

2SECTION 2. PARTNER'S MARKETING, SALE AND SUPPORT OF THE SERVICES

• 2.12.1 Zendesk Customer Agreement. Partners engaged in resale activities will ensure that each Customer agrees to the Zendesk Customer Agreement, Order Form(s), and other terms Zendesk communicates from time to time. Partner will comply with Zendesk's ordering process.
• 2.22.2 Partner Access Rights. Zendesk grants Partner and its authorized personnel a non-exclusive, non-transferable, revocable right solely for the purposes of demonstrating the Services to Customers and for internal training purposes as described in the Program Guide. Partner is responsible for its Affiliates' and personnel's use of the Services, all required training, and compliance with this Agreement. If Partner would like to use the Services for its internal business purposes unrelated to its activities as a Partner, Partner agrees to enter into a separate Zendesk Customer Agreement with Zendesk.
• 2.32.3 Free Trials and Early Access Program. Zendesk may offer Partners and Customers a free trial of certain Services under the Zendesk Customer Agreement and the Free Trial Terms. Zendesk offers pre-release access to certain features under the Early Access Terms. Partner will ensure that each Customer agrees to the appropriate terms prior to access to these features. If Partner elects to access these features, it will agree to the Early Access Terms prior to access. Partner will ensure that its Customers and Additional Partners agree to the Early Access Terms prior to access.
• 2.42.4 Support. Partner engaged in resale activities will indicate on an Order Form whether Partner or Zendesk will be responsible for providing support to the Customer. If Zendesk provides support, 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.

3SECTION 3. PARTNER'S USE OF THE SERVICES - DEMO PURPOSES

• 3.13.1 Use Obligations. In addition to the use obligations in this Agreement, Partner will: (i) comply with the User Content and Conduct Policy as applicable; (ii) ensure its use of the Services complies with applicable laws, regulations, and legal requirements; (iii) promptly notify Zendesk if Partner becomes aware of any unauthorized access to its account or the Services; (iv) monitor and be responsible for its users' compliance with all applicable terms and policies; and (v) promptly notify Zendesk of any known or suspected security issue or violation of any terms or policies.
• 3.23.2 Prohibited Uses. Partner will not (and will not permit any other party to): (i) rent, lease, sell, distribute, transfer, or sublicense the Services, except as expressly authorized by this Agreement; (ii) provide any Partner with unauthorized access to the Services; (iii) develop a similar or competing product or service or derivative work or otherwise produce or disseminate benchmarking related to the Services without Zendesk's prior review and written approval; (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.
• 3.33.3 Development of APIs. If Partner or an Additional Partner wants to develop any functionality that interfaces with the Services, Partner or Additional Partner will enter into a separate agreement with Zendesk defining the development, license rights and ownership. It is not negotiable in the separate agreement that (i) Zendesk will have the right to test the development and to reject any developed functionality in its discretion; and (ii) notwithstanding any assistance in the development or subsequent testing or approvals by Zendesk, the party that developed the functionality agrees to indemnify and hold Zendesk harmless from all claims or damages arising from the development. Zendesk reserves the right to revoke any approvals under this Section if the functionality is not kept up to date and fully supported.
• 3.43.4 Use of Service Data. For security and privacy purposes, Partner will only use synthetic data for demonstration, sales, and marketing purposes and not actual Service Data.
• 3.53.5 Lead Sharing; Personal Data Processing. To the extent that the parties share personal data for lead sharing and account relationship purposes, the parties agree to comply with the Data Processing Agreement.

4SECTION 4. PAYMENT TERMS

• 4.14.1 Pricing. Partner is responsible for establishing pricing of the Services to Additional Partners and Customers in its sole discretion.
• 4.24.2 Financial Terms. As between Zendesk and Partner, the Program Guide defines all payment terms, financial incentives and discounts. Partners must pay all invoices regardless of when or whether an Additional Partner or Customer pays Partner.
• 4.34.3 Payment Disputes. All good faith payment disputes must be submitted to Zendesk according to the Program Guide. If Zendesk determines that certain billing inaccuracies are attributable to Zendesk, Zendesk will issue a corrected invoice.
• 4.44.4 Late Payment. Zendesk may charge Partner interest at the maximum rate permitted by law on any overdue amounts, plus all collection expenses.
• 4.54.5 Taxes. Charges do not include Taxes or withholdings. Partner is solely responsible for paying any Taxes, except for those applicable to Zendesk's net income. If Zendesk has a legal obligation to collect or pay any Taxes, Zendesk will invoice Partner for such Taxes, unless Partner provides Zendesk with a valid tax exemption certification authorized by the appropriate taxing authority before Zendesk issues the invoice. Partner will pay applicable taxes in such amounts as are necessary to ensure that Zendesk receives the full amount of Zendesk's invoice.
• 4.64.6 Withholding Tax. If Partner is required to withhold Taxes from payments to Zendesk, Partner will: (i) deduct authorized Taxes from payments to Zendesk; (ii) remit withheld Taxes directly to tax authorities; and (iii) provide Zendesk a valid tax receipt within 75 days. If Partner fails to submit a valid tax receipt within 75 days, Partner will pay the full amount of the invoice. Any withholding will only be valid and enforceable if it is established within an accepted Order Form.

5SECTION 5. CONFIDENTIALITY

• 5.15.1 Obligations. 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.
• 5.25.2 Use. 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.
• 5.35.3 Remedies. 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.

6SECTION 6. INTELLECTUAL PROPERTY

• 6.16.1 Intellectual Property Rights. 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.
• 6.26.2 Feedback. If Partner provides Zendesk with feedback or suggestions regarding the Services, Zendesk may use the feedback or suggestions without restriction or obligation.
• 6.26.2 Use of Intellectual Property Rights; Publicity. Partner will comply with the policies and procedures in the Program Guide related to its use of Zendesk's intellectual property for marketing and publicity purposes.

7SECTION 7. TERM AND TERMINATION & SUSPENSION RIGHTS

• 7.17.1 Term. The Term begins on the date that Partner signs this Agreement and will continue until terminated under Section 7.2
• 7.27.2 Termination. Partner may terminate this Agreement upon 120 days' written notice in Partner Connect to allow for orderly transition of Customer accounts. Either party may terminate this Agreement for cause, if the other party: (i) is in material breach of this 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 Partner violates any use limitations or restrictions related to the Services or at any time upon 30 days' notice.
• 7.37.3 Effect of Termination Termination of this Agreement does not release either party from the obligation to make payment of all undisputed amounts due and payable. Upon termination of this Agreement, Partner will follow all processes in the Program Guide and as directed by Zendesk.
• 7.47.4 Effect of Licenses and Customer Relationships. If this Agreement is terminated for any reason, Zendesk and Partner will cooperate in transitioning Customer accounts so that there is no downtime or degradation of the Services. If Zendesk assumes first tier support for then-current Customer(s), Partner is responsible for refunding Customers the pro-rata share of all maintenance and support fees collected from applicable Customers, based on the time remaining in such Customers' then-current maintenance and support term. Partner will work with Zendesk or another Partner to complete a prompt and successful transition of Customers, including providing all Zendesk Customer Agreements, and documentation related to implementation, customizations and support.
• 7.57.5 Suspension. Zendesk may limit or suspend Partner's access to the Services if: (i) Partner disrupts or creates a security risk to the Services; (ii) Zendesk reasonably believes Partner's use of the Services violates applicable law or suspension is requested by a government authority; (iii) Partner's fees owed to Zendesk are 30 days or more overdue; or (iv) 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 Partner by email or through the Services before suspending access to the Services.

8SECTION 8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

• 8.18.1 Mutual 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 or any applicable laws or regulations; (iii) it will comply with all laws, rules and regulations applicable to its performance under this Agreement and (iv) it will comply with the applicable obligations in the Program Guide and Partner Connect.
• 8.28.2 Zendesk Warranty. Zendesk warrants that the Services will operate materially as described in the Documentation. This warranty does not cover any misuse or unauthorized changes to the Services made by Partner, its Customers or others acting on its or their behalf. Partner is not authorized to offer any additional or different warranty than as set forth in the Zendesk Customer Agreement.
• 8.38.3 Disclaimers. EXCEPT AS STATED IN SECTION 8.2, 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.
• 8.38.3 Partner Warranties. Partner warrants and covenants: (i) to ensure that each Customer enters into a binding Zendesk Customer Agreement without modification unless authorized in writing by Zendesk; and (ii) Partner will maintain a copy of the Zendesk Customer Agreement for each Customer and will promptly provide Zendesk with a copy upon request.

9SECTION 9. INDEMNIFICATION

• 9.19.1 Zendesk IP Indemnity. Zendesk will defend and indemnify Partner against any IP Claim and damages or costs finally awarded by a court of competent jurisdiction or agreed in settlement by Zendesk (including reasonable attorneys' fees) resulting from the IP Claim. If Zendesk reasonably believes that the Services might result in an IP Claim, Zendesk may: (a) procure rights for Partner 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. Zendesk will not be liable for any IP Claim resulting from: (i) following designs, data, instructions, or specifications provided by Partner or any of its Additional Partners or Customers; (ii) modifications of the Services made by anyone other than Zendesk; or (iii) Partner's, Additional Partners' or any of its Customers' combination or use of the Services in a manner inconsistent with this Agreement, the Zendesk Customer Agreement, or the Documentation. This Section states Partner's only remedy regarding any IP Claim.
• 9.29.2 Partner Indemnity. Partner will defend and indemnify Zendesk from and against any claims made against Zendesk or its Affiliates and damages and costs (including reasonable attorneys' fees and expenses) arising from or relating to (i) any acts or omissions of Partner; (ii) violations of this Agreement by Partner, its Affiliates, or its or their personnel; or (iii) the acts or omissions of its Customers or Additional Partners. At Zendesk's request, Partner will cooperate fully with Zendesk in all actions taken by Zendesk to protect its rights in the Services and Confidential Information.
• 9.39.3 Indemnity Process. 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 will not relieve the indemnifying party of its obligations under this Section; 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.

10SECTION 10. LIMITATION OF LIABILITY

• 10.110.1 EXCLUSION 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, ADDITIONAL PARTNERS, CUSTOMERS OR ANY OF THEIR RESPECTIVE AFFILIATES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS 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 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.
• 10.210.2 MAXIMUM 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 UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY.

11SECTION 11. GENERAL TERMS

• 11.111.1 Audit. Partner will allow Zendesk to audit Partner's records related to this Agreement to determine compliance or noncompliance with this Agreement. Partner will enforce this Section against its Additional Partners and assist Zendesk in conducting audits of its Additional Partners.
• 11.211.2 Assignment. Partner will not assign this Agreement without Zendesk's prior written consent, including connection with a merger, acquisition, change in control, or sale of substantially all of its assets. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
• 11.311.3 Entire Agreement. Unless a separate agreement has been signed between Partner and Zendesk that expressly supersedes the terms of this 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 Partner, Additional Partner(s) or Customer(s) provide(s) and all such terms are null and void. Except as expressly stated or incorporated into this Agreement, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter of this Agreement. This Agreement is drafted in English, which controls over any translation. Failure to exercise any right under this Agreement will not constitute a waiver. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: (i) these terms; (ii) the Partner Code of Conduct and Compliance Expectations; (iii) the Data Processing Agreement; (iv) the Program Guide; and (v) the applicable Order Form.
• 11.411.4 Severability. 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.
• 11.511.5 Amendment. Zendesk may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Zendesk will notify Partner of amendments in Partner Connect. Partner's continued performance of this Agreement following the effective date of any amendment will serve as Partner's consent to the amendment(s). Zendesk may make updates to online or URL terms and policies that are incorporated into this Agreement.
• 11.611.6 Compliance. The parties will cooperate with each other and their respective Customers and Additional Partners to ensure compliance with the Program Guide, including training, monitoring, auditing, and reporting any suspected violations to the other party. Partner agrees to comply with the Partner Code of Conduct and Compliance Expectations.
• 11.711.7 Relationship. This Agreement does not create any agency, partnership, or joint venture between the parties. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations pursuant to this Agreement each party is an independent contractor.
• 11.811.8 Survival. 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.
• 11.911.9 Force 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.
• 11.1011.10 Notices. 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 with a copy sent to Partner Connect. Zendesk will provide notices to Partner in Partner Connect.
• 11.1111.11 Governing Law. This Agreement is governed by the laws of the State of California, without reference to conflict of laws principles. Partner agrees to submit to the exclusive personal jurisdiction and venue in a court of general jurisdiction in San Francisco County, California.
• 11.1211.12 Export. The Services are subject to global sanctions and export laws and regulations. Partner represents and warrants that it, its Affiliates, and its authorized personnel: (i) are not on any U.S. or applicable non-U.S.-restricted or denied persons list; and (ii) are not located in any countries or territories subject to U.S. government embargo or trade sanctions. Partner will not (and will not permit any other party to) export, re-export, transfer, or disclose the Services to any party subject to the restrictions in (i) and (ii) or to any party that Partner has reason to know may use the Services in violation of applicable sanctions and export laws and regulations.

12SECTION 12. DEFINITIONS

·Capitalized terms in this Agreement are defined below. If not defined below, the other capitalized terms are defined in the Program Guide.

·"Additional Partner(s)" means Partner(s) that is (or are) appointed by a Distribution Partner.

·"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 Partner's Affiliates) authorized to use the Services through Partner's account.

·"Agreement" means, collectively, these terms, Order Form(s), and the other terms incorporated by reference in this Agreement and on Partner Connect.

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

·"Confidential Information" means non-public, business, or technical information, including Customer information and opportunity related details 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 Partner without a duty of confidentiality; or (iv) is independently developed by the receiving party.

·"Customer" means the contracting party using the Services under the Zendesk Customer Agreement, as identified in the applicable account, Order Form, or Statement of Work. Customer may also be referred to as "Subscriber," "You," or "Your" in the Zendesk Customer Agreement and Documentation.

·"Data Processing Agreement" means the data processing agreement governing personal data sharing and processing between Partner and Zendesk located in Partner Connect.

·"Distributor" means a Partner that is authorized by Zendesk to market, sell, and support the Services, appoint Additional Partners to act on its behalf, manage Additional Partner activities, and refer sales and other opportunities to Zendesk in accordance with the Program Guide.

·"Documentation" means any specifications or technical guidelines for the Services and Service Plan that Zendesk makes available to the Partner and 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 features and functionality not yet available for general commercial release. The terms are located 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.

·"Excluded Claims" means obligations and claims related to: (i) Partner's payment obligations; (ii) Partner's or its Customers' or Additional Partners' breach of Section 3.1(ii) or 3.1(v) and equivalent sections in the Zendesk Customer Agreement; (iii) a party's breach of its confidentiality obligations (but excluding breaches relating to Service Data or security incidents); (iv) a party's indemnification obligations; (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 applicable law.

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

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

·"Order Form" means a generated or online ordering document or process completed between Zendesk and Partner or Zendesk, Partner, and Customer for the onward sale of the Services to Customer.

·"Partner" means the third party entering into this Agreement with Zendesk. The term "Partner" used to collectively and generally refer to a third party engaged to refer, resell, distribute, implement and support Zendesk's Services. Partners are engaged as Distributors, Referral Partners, Managed Service Providers, Systems Integrators, and Resellers, depending on the qualifications and activities designated in Partner Connect and the Program Guide.

·"Partner Code of Conduct and Compliance Expectations" means the document on Partner Connect containing the set of ethical and compliance responsibilities for all Partners.

·"Partner Connect" means the technology tool utilized by Zendesk to onboard and manage Partners. Definitive and binding terms and documentation are located in a Partner's account within Partner Connect.

·"Partner Program" means the collective set of rights, obligations and other relationship terms between Zendesk and Partner.

·"Partner Tier" means the specific authorisation of the level of Partner activities and responsibilities designated in Partner Connect. Changes to a designated Partner Tier are notified in Partner Connect along with any additional terms that will become part of this Agreement.

·"Partner Type" means the specific authorisation of Partner activities set out in Partner Connect and this Agreement, Partners are authorised to provide under the Partner Program. Changes to a designated Partner Type are notified in Partner Connect along with any additional terms that will become part of this Agreement.

·"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 Statement of Work.

·"Program Guide" means the Zendesk Global GTM Partner Program Guide, available in Partner Connect.

·"Referral Partner(s)" means Partners that refer potential Customers to a Partner or to Zendesk. Referral Partners are not authorised to sell or support the Services.

·"Reseller(s)" means an Additional Partner that is either appointed by Zendesk directly or appointed and managed by Distributor and approved by Zendesk to refer, sell, and support the Services and perform Professional Services.

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

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

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

·"Statement of Work" means a document describing Professional Services.

·"Supplemental Terms" means: (i) additional terms on an Order Form or Statement of Work; (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.

·"Systems Integrator(s)" means a Partner that is engaged in Professional Services related to the implementation, maintenance and customization of the Services.

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

·"Term" means the duration of this Agreement.

·"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, or applicable Zendesk Affiliates, or any successors or assignees.

·"Zendesk Customer Agreement" means the terms and conditions at: https://www.zendesk.com/company/agreements-and-terms/main-services-agreement/.

·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.