Zendesk Master Subscription Agreement

16.3 Communication with You. We may communicate with you and your agents, send you and your agents product announcements and promotional offers, or contact you and your agents through the Services based on our legitimate interest under applicable data protection law in providing information about the Services. If you or an agent does not wish to receive communications from us, please indicate this preference by sending an email to privacy@zendesk.com and providing us with the name and email address of any agent who no longer wishes to receive such communications. You and your agents will continue to receive transactional messages necessary for Zendesk to provide the Services to you (for example. B, billing notifications and product usage notifications). 7.1 The parties hereby agree that the specified consulting services to be provided in accordance with a Sow or purchase order primarily include the configuration of the Subscriber`s subscription to a Service and the integration of subscriber Data with and into one or more Services using existing technology, developed technology and/or generic components (each as defined below). Unless expressly stated otherwise in a specification or purchase order, no consulting service provided in connection with the consulting services provided under the Contract constitutes « commissioned work » under the Contract. In the event that this Delivery Item is deemed to be a Work made for rent, Subscriber hereby assigns to Zendesk all right, title and interest in and to the extent such assignment is not authorized or effective, Zendesk hereby grants a perpetual, irrevocable, exclusive, worldwide, fully paid-up license, transferable (multi-level) to this Service. In addition, Zendesk has a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, sublicensable (multi-tier) license to integrate with existing technology, developed technology, and/or generic components, or otherwise use suggestions, improvement requests, recommendations, or other feedback that zendesk receives from Subscriber. You agree that the Zendesk Group and third parties used by the Zendesk Group to help you provide the Services to you have the right to access your account and to use, reproduce, distribute, and display your agents` personal information to the extent necessary to provide, secure, or improve the Services. Any third-party service provider used by the Zendesk Group will only have access to your account if reasonably necessary to provide the Services and will be subject to (a) commercially reasonable confidentiality obligations that substantially comply with the standards described in Section 5; and (b) such third party`s consent to comply with data transfer restrictions applicable to personal data in Service Data in accordance with Section 7.

2.1 During the Subscription Term and subject to compliance with this Agreement by you, agents and End Users, you have the limited right to access and use a Service that complies with the Service Plan(s) to which you have subscribed, as well as any applicable Related Services provided for internal business purposes. To the extent that an Agent may be an employee and/or service provider or subcontractor not employed by one of your Affiliates, an Affiliate may also purchase a subscription to the Services under this Agreement provided that you or such Affiliate complete an order form for such Services. By completing an order form under this Agreement, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement. Subscriber also agrees that it is responsible for compliance with this Agreement by its affiliates. 3.1 Term. Unless your account and subscription to a Service are terminated in accordance with the terms of this Agreement, or unless otherwise provided in a Purchase Order, (a) your subscription to a Service (including the Connected Services provided) will be renewed for a Subscription Term equal to the Subscription Term that then expires, and (b) the Subscription Fees applicable to any subsequent Subscription Term; are our standard subscription fees for the applicable service plan and related services provided at the time of the start of the next subscription period. « Zendesk Product Cookie Policy » means the policy set forth in support.zendesk.com/hc/en-us/articles/360022367393-Zendesk-in-product-cookie-policy. In addition to the limited license to your internal business purposes in Section 2 above, Zendesk grants Subscribers a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right and license during the Term to distribute the Sunshine Conversations SDK to Subscriber`s end users for paid subscriptions applicable to Sunshine Conversations only to allow End Users to: Develop features in their software that facilitate communication between these end users.

other end users through the Sunshine Conversations SDK in accordance with the terms of this Agreement. Subscriber is responsible for (a) ensuring that such use complies with this Agreement and (b) End User`s entire use of the Sunshine Conversations SDK is subject to an End User License Agreement that protects Zendesk and the Sunshine Conversations Service from at least the terms of this Agreement. The Subscriber is ultimately responsible for any use of Sunshine Conversations that occurs on his account. 2.2 Compliance. In the relationship between you and Zendesk, you are responsible for the compliance of agents and end users with the terms of this Agreement and for any activity that takes place under your account and that Zendesk may review from time to time. Without limiting the foregoing, you will ensure that your use of the Services complies with all applicable laws and regulations, as well as any privacy policies, agreements or other obligations you may have or enter into with agents or end users. 12. Miscellaneous. These Terms and all operating rules established by us for the Sites constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior written or oral agreements between the parties with respect to such subject matter.

The provisions of these Terms benefit the Zendesk Group, its affiliates, third-party content, and licensors, and each has the right to enforce and enforce these Terms directly or on its own behalf. No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any prior or subsequent breach or omission. If any part of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced by language that reflects the original purpose in a valid and enforceable manner. The enforceable sections of these Terms remain binding on the parties. The section headings used here are for clarity only and have no legal significance. 10.1 If you register for a free trial of any of the Services, we will provide those Services to you in accordance with the terms set out in www.zendesk.com/company/agreements-and-terms/free-trial-terms. « Zendesk Service Specific Terms » means the additional terms that apply to the use of various Services, as set forth in support.zendesk.com/hc/en-us/articles/360047508453. « Privacy Policy » means Zendesk`s Privacy Policy under www.zendesk.com/company/agreements-and-terms/privacy-policy/. 4.4 Taxes. Unless otherwise stated, our fees do not include taxes.

You are responsible for paying any taxes levied as part of your subscription to the Services, except those that can be assessed based on Zendesk Group net income. We will charge you these taxes if we believe we are required to do so by law, and you agree to pay these taxes if they are charged….

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