·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.

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·Website Terms of Use

·Effective as of February 1, 2024, Zendesk, Inc., ("Zendesk") and its subsidiaries, (collectively, the "Zendesk Group" or "we" or "us" or "our") have updated terms that apply to the use of our Websites (as herein defined). For the purposes of these Terms of Use, the term, "Websites", shall refer collectively to www.zendesk.com as well as the other websites that the Zendesk Group operates and that link to these Terms of Use.

·We provide the Websites to you subject to these Terms of Use ("Terms"), which may be updated by us from time to time pursuant to Section 1 herein. By accessing and using the Websites, you accept and agree to be bound by these Terms, Zendesk's Privacy Notice found here and Zendesk's Cookie Notice found here. If you do not agree to these Terms, you should not access or use the Websites. In addition, when accessing the Websites you shall be subject to any posted guidelines or rules applicable to the Websites, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

·These Terms do not apply to your access to and use of the products and services which we market for subscription on our Websites (our "Services"). The practices and policies, including how we protect, collect, and use electronic data, text, messages, communications or other materials submitted to and stored within the Services by You ("Service Data") are detailed in and governed by our Main Services Agreement, available here, or such other applicable agreement between you and any member of the Zendesk Group relating to your access to and use of such Services ("Service Agreement").

11. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

22. Changes to Websites. We may change or discontinue any aspect, service or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.

33. Registration. You may be given the opportunity to register via an online registration form or by participating in Interactive Areas (as defined below), such as forums and other community features, to create a user account ("Your Account") that may allow you to receive information from us and/or to participate in certain features on the Websites. We will use the information you provide in accordance with the Privacy Notice. By registering you represent and warrant that all information that you provide is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your information on the Websites so that it remains current, complete and accurate. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Websites and all charges related to the same.

44. User Content Guidelines. The following terms apply to content submitted by you:

4.14.1 The Websites may contain comments sections, discussion forums, or other interactive features ("Interactive Areas") in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, "User Content"). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older. By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and participate on the Websites.

4.24.2 By submitting any User Content or participating in an Interactive Area within or in connection with the Websites, you agree that you will not upload, post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by Zendesk, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites; (j) does not generally pertain to the designated topic or theme of any Interactive Area; (k) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation; or (l) uses the name or likeness of an identifiable natural person without such person's consent. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by Zendesk, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites.

4.34.3 You agree not to represent or suggest, directly or indirectly, the Zendesk Group's endorsement of User Content.

4.44.4 You agree not to upload, post or otherwise transmit any User Content, software or other materials which contain a virus or other harmful or disruptive component.

4.54.5 You agree not to use any service, technology or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web "robots" and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

4.64.6 You agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

4.74.7 Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We reserve the right, in our sole discretion, to remove or edit User Content submitted by you.

4.84.8 We are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Websites. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.

4.94.9 We have the right, but not the obligation, to monitor User Content posted or uploaded to the Websites to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Websites, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Websites at your sole cost and expense. We may use automated means of reviewing User Content, in addition to human review. The decision by Zendesk to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites. For further information in relation to content moderation, please see our User Content and Conduct Policy here.

4.104.10 By submitting User Content to the Websites, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers) and otherwise exploit such User Content (in whole or in part) in any form, media or technology now known or hereafter developed, without payment to you or to any third parties. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms.

55. User Conduct Guidelines. The following terms apply to your conduct when accessing or using the Websites: (a) you agree not to interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Websites; (b) you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Websites, use of the Websites, or access to the Websites; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, the Zendesk Group or any Zendesk Group employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other user's right to privacy, including by harvesting or collecting personally-identifiable information about users of the Websites or posting private information about a third party.

66. Intellectual Property Rights. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, "Content"), including but not limited to the "look and feel", layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

·Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

·You may display, copy and download Content from the Websites solely for your personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.

77. Disclaimer of Warranty; Limitation of Liability.

·(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE ZENDESK GROUP, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.

·(B) THE WEBSITES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

·(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE ZENDESK GROUP, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE ZENDESK GROUP OR FUTURE PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT THE ZENDESK GROUP OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES.

·IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

·(D) We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Websites, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Websites.

88. Indemnification. You agree to defend, indemnify and hold harmless the Zendesk Group, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Websites by you. The Zendesk Group reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide Zendesk with such cooperation as is reasonably requested by the Zendesk Group.

99. Termination and suspension. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate or suspend your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms or any applicable law. The provisions of Sections 2, and 5-13 shall survive termination of these Terms.

1010. Governing Law. The content, data, video, and all other material and features on the Websites are presented for the purpose of providing entertainment, news and/or information and/or promoting programs, films, music, games, and other products and/or services that are or may become available in the United States, its territories, possessions, and protectorates.

·Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of content, services, and/or technology on or through the Websites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of California applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.

·Please report any violations of these Terms to the Zendesk Legal Department.

1111. Copyrights and Copyright Agent. We respect others' intellectual property rights, and expect our users and customers to do the same. If you believe that your work has been copied on the Websites in a way that constitutes copyright infringement, please follow the procedures outlined in Zendesk's Copyright Infringement Notice & Takedown Policy. We reserve the right to terminate access to the Websites for users or customers who post material that infringes the intellectual property rights of others.

1212. Digital Services Act ("DSA"). The DSA is European Union ("EU") law that applies to certain providers of digital services in the EU. The DSA seeks to establish a safe, predictable and trustworthy online environment for service recipients. If you would like to report any suspected violations of these Terms or any other suspected illegal User Content to Zendesk, you are encouraged to do so by completing this form.

·In accordance with Article 11 of the DSA, the European Commission, EU Member States' authorities, and the European Board for Digital Services may contact Zendesk at dsa@zendesk.com regarding the application of the DSA. Any other person seeking to communicate with us regarding the DSA, may also contact dsa@zendesk.com. Communications to Zendesk regarding the DSA should be in English.

·Zendesk has appointed Zendesk International Ltd. as its EU legal representative. Zendesk International Ltd. can be reached at:

·Postal address:55 Charlemont PlaceSaint Kevin'sDublinIrelandD02 F985 Email address: legal@zendesk.com Telephone number: +353 1 230 8860

1313. Miscellaneous. These Terms and any operating rules for the Websites established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of the Zendesk Group, its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

1414. Revision History & English language Version Controls

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

·These Terms were last updated on February 1, 2024.

·The previous version of these terms is available here.