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Reseller Subscription Services Agreement

We have updated the terms applicable to the customers of Zendesk resellers which we refer to as the “Subscription Services Agreement.” If You are a new Subscriber, then this Subscription Services Agreement will be effective as of December 1, 2020. If You are an existing Subscriber, We are providing You with prior notice of these changes which will be effective as of January 1, 2021. For the prior version of Our Subscription Services Agreement, please click here.

SUBSCRIPTION SERVICES AGREEMENT
APPLICABLE TO CUSTOMERS OF ZENDESK RESELLERS

You (“Subscriber,” “You,” “Your” or related terms) are acquiring a subscription to a Service (as defined below) operated by Zendesk from an unrelated third party authorized to sell such subscriptions (“Reseller”) under a separate agreement with Zendesk (“Reseller Agreement”). In addition to any terms and conditions related to Your use of the Service pursuant to any agreement by and between You and the Reseller, this Agreement contains the terms and conditions that govern Your access to and use of the Service. Zendesk is an express beneficiary of this Agreement, and in acquiring a subscription to the Service, You expressly acknowledge and agree that Zendesk shall have the right to enforce this Agreement against You and that this Agreement constitutes the entire agreement and supersedes any and all prior agreements between You and Zendesk with regard to Your subscription to the Service or Your access to or use thereof under this Agreement and Your agreement between You and the Reseller.

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Zendesk that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.

Table of Contents:

General Terms and Conditions:

  1. Access to the Services

  2. Use of the Services

  3. Cancellation and Termination

  4. Confidential Information

  5. Ownership and Security of Service Data

  6. Privacy Practices

  7. Temporary Suspension

  8. Non-Zendesk Services

  9. Free Trials

  10. Beta Services

  11. Intellectual Property Rights

  12. Representations, Warranties and Disclaimers

  13. Indemnification

  14. Limitation of Liability

  15. Third-Party Services

  16. Assignment, Entire Agreement and Amendment

  17. Severability

  18. Export Compliance and Restrictions

  19. Relationship of the Parties

  20. Notice

  21. Governing Law

  22. Federal Government End Use Provisions

  23. Anti-Corruption

  24. Survival

  25. Definitions

Supplemental Terms and Conditions:

  1. Exhibit A: Region-Specific Terms

  2. Exhibit B: Consulting Services

GENERAL TERMS AND CONDITIONS