Supplemental Terms for Zendesk’s Sunshine Conversations Service (“Zendesk Sunshine Conversations”):
Last Modified: December 2, 2019
If You are accessing and using Zendesk Sunshine Conversations in connection with an integration to a third party messaging platform (e.g. WhatsApp), You hereby acknowledge that such messaging platforms are Non-Zendesk Services and certify that You have agreed to the terms of service that such third party uses to govern the use of their platform, for example, the WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/). If You use such Non-Zendesk Service functionality, You hereby represent that You have provided notice to and received all necessary consents from Your End-Users to contact such End-Users using Zendesk Sunshine Conversations and/or the Non-Zendesk Services You enable within Your Account. Further, You agree that Your Service Data may be transferred to and processed by the Non-Zendesk Services that You enable in Zendesk Sunshine Conversations as necessary to provide the Service. Subscriber acknowledges that it, not Zendesk, is responsible for configuring the interoperability of the Services with Non-Zendesk Services (to the extent any such actions are required outside of the Services). Zendesk does not guarantee the continued availability or performance of Non-Zendesk Services or the continued interoperability of the Non-Zendesk Services with the Services.
In addition to the limited license with respect to Your internal business purposes as described in the Agreement (https://www.zendesk.com/company/customers-partners/master-subscription-agreement/), Zendesk grants Subscribers on applicable paid subscriptions to Sunshine Conversations a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to distribute the Sunshine Conversations SDK to Subscriber’s End-Users solely to enable End-Users to develop functionality in their software for facilitating communications between such End-Users and other End-Users through the Sunshine Conversations SDK in accordance with the terms of this Agreement. Subscriber shall be responsible for (a) ensuring that all such use conforms with this Agreement and (b) all End-User use of the Sunshine Conversations SDK conforms to an end user license agreement that is no less protective of Zendesk and the Sunshine Conversations Service than the terms of this Agreement. Subscriber is ultimately responsible and liable for all use of Sunshine Conversations that occurs in its Account.
You agree not to use any functionality of Zendesk Sunshine Conversations that integrates with third party messaging platforms to (a) facilitate conversations between End-Users and healthcare providers; or (b) to send or collect any patient data obtained from healthcare providers.
Zendesk may, if documented on the Site for Zendesk Sunshine Conversations, charge a hosting fee for storing or making accessible to Subscriber any historical Service Data relating to Zendesk Sunshine Conversations (such as past messages sent or received and records of End User interactions or End User messaging channels) for a time period beyond thirty (30) days from the date of creation, and Zendesk reserves the right to delete any such historical Service Data if such fees are not paid by Subscriber.
As documented on the Site, the Sunshine Conversations Service Plan that You purchase entitles You to conduct a specified number of conversations per month using the Sunshine Conversations Service. However, in the event that the average number of messages exchanged with any given End-User in such conversations exceeds fifty (50) messages in a given month (“Fair Use Cap”), Subscriber’s use shall be deemed to exceed reasonable expectations of use, and at Zendesk’s discretion, Subscriber shall either (a) pay Zendesk excess Usage Fees of $10.00 per thousand (1,000) messages sent or received beyond the Fair Use Cap; or (b) immediately terminate the offending End-Users’ rights and access to Zendesk Sunshine Conversations.
Use of Zendesk Sunshine Conversations may be subject to the obligation to pay applicable usage fees, platform fees and other applicable Subscription Charges as detailed on the Site. By enabling or otherwise using Zendesk Sunshine Conversations, You are agreeing to pay all applicable Usage Charges related to Your use of Zendesk Sunshine Conversations. If Your Service Plan for Sunshine Conversations includes the data residency feature, the following terms apply: https://support.zendesk.com/hc/en-us/articles/360036293853. Zendesk Sunshine Conversations is also subject to certain product restrictions, including usage limits, as communicated to You on the Site.
For greater clarity, Zendesk Sunshine Conversations fees do not include any charges that may be assessed by third party messaging platforms (e.g. WhatsApp) for access to or use of a channel. Such charges shall be your responsibility, whether paid directly to the applicable third party messaging platforms or whether such access is resold through Zendesk Sunshine Conversations, in which case Zendesk Sunshine Conversations shall advise You in writing as to the applicable charges and You shall have the right to accept such charges or decline them and not use the associated channel. In the event a third party messaging platform imposes special requirements on Zendesk Sunshine Conversations beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Zendesk Sunshine Conversations shall have the right to charge You for this additional service and You shall have the right to accept such charges or decline them and not use the associated channel.