Supplemental terms: Zendesk's service-specific terms

If Customer's Service Plan allows use of Zendesk Chat or live chat functionality within Zendesk Suite including Zendesk messaging (collectively, "Live Chat Functionality") or Customer otherwise subscribes to or utilizes Live Chat Functionality within the Services, the following Supplemental Terms apply:

Zendesk will not access conversational content within Live Chat Functionality in real-time or while such content is in-transit, except as necessary to deliver and secure these Services to Customer Following the electronic delivery of such content to the participants in the conversation or after the conclusion of a conversation, a transcript will be made and stored electronically, and Customer authorizes Zendesk to access the stored transcript (or an AI summary thereof) as instructed by Customer in the Agreement.

Notwithstanding anything to the contrary in the Agreement, Zendesk reserves the right, at its sole discretion, to terminate, without notice, any Chat Lite Accounts that have been inactive for 30 or more days. Zendesk may re-assign the subdomain(s) associated with such terminated Chat Lite Accounts.

Customer understands and agrees that: (a) it is solely responsible for its (or its Agents’ or End Users’) operation of the Live Chat Functionality in compliance with all applicable laws in all jurisdictions; (b) it will implement and maintain all policies and procedures required for compliance with any applicable law or regulation, which may include obtaining consent from its Agents’ and End Users to the transcribing and hosting of live chat transcripts by Zendesk; and (c) it will defend, hold harmless and indemnify Zendesk from and against any third-party claims arising from any of the foregoing.

To the extent that (i) Live Chat Functionality is a number independent interpersonal communications service under the European Electronic Communications Code (as established by Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018) (the “EECC”), (ii) Customer is a micro-enterprise, small enterprise, or not-for-profit organisation, and (iii) Zendesk provides Customer with Live Chat Functionality within the European Economic Area or the United Kingdom, Customer agrees to waive any rights (to the extent applicable) that it may have under:

(i) Article 102(1) of the EECC, which would allow Customer to receive certain pre-contractual information; (ii) Article 102(3) of the EECC, which allows Customer to receive a contract summary; (iii) Article 102(5) of the EECC, which allows Customer to monitor and control usage of interpersonal communications services; (iv) Article 105(1) of the EECC, which limits the maximum contract duration; (iv) Article 107(1) of the EECC, which extends other rights in the EECC to all services provided under the Agreement; and (v) Article 107(3) of the EECC, which relates to contract extensions, (collectively, the “EECC Waivers”)

If Customer's Service Plan allows use Zendesk Voice within Zendesk Suite or Customer otherwise subscribes to or utilizes Zendesk Voice ("Voice") within the Services, the following Supplemental Terms apply:

Zendesk will not be able to access or listen to any communications or messagings occurring through Voice in real-time or while such communications or messages are in-transit, except as necessary to deliver and secure these Services to Customer.

Customer understands and agrees that (a) Voice is not recommended to support or carry calls or texts to suicide prevention hotlines or emergency services (together, “Emergency Calls/Texts”) and any such use is subject to the Emergency Calling/Texting terms set forth below; (b) Zendesk and Twilio, Inc. (“Twilio”) will not be held liable for any claim, damages or loss (and Customer hereby waives any and all such claims or causes of action), arising from or relating to (i) Customer's (or its Agents’ or End Users’) inability to use or difficulty using Voice to make such Emergency Calls: or (ii) any test Emergency Calls made by Customer (or its Agents or End Users); (c) Customer are solely responsible for its (or its Agents’ or End Users’) operation of Voice (including the available numberless voice and texting functionality) in compliance with (i) all applicable laws in all jurisdictions, including, but not limited to, telephone recording laws, wiretapping laws, laws governing illegal content, and laws and regulations related to commercial messaging, telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act, the Telemarketing Sales Rule, and CAN-SPAM Act and associated regulations, and (ii) all applicable carrier rules and requirements; (d) as between Customer and Zendesk, Customer or its Agents are the initiator and sender of any call or SMS/MMS message transmitted through Customer's Account, whether sent manually or by means of an automation; (e) Customer will implement and maintain all policies and procedures required for compliance with any applicable law or regulation or carrier rule or requirement; (f) Zendesk is authorized to pass through any fines, fees, or other liabilities imposed by a regulator, carrier, or any third party arising from any of the foregoing; and (g) Customer will defend, hold harmless, and indemnify Zendesk from and against any third-party claims arising from any of the foregoing. Customer's commitments in the foregoing paragraph will also apply to any use by Customer of Zendesk Talk Partner Edition.

The following terms apply to the use of Voice in or relating to specific regions: (a) if Customer uses the Services to enable its Agents located in India to correspond with End Users via internet telephony features, such as via the Embedded Voice feature that enables numberless voice over a digital line, then Customer, not Zendesk, is responsible for ensuring it has obtained any required licenses, permissions, approvals, or dispensations (including as another service provider with respect to business process outsourcing) for Customer's business operations and that Customer configures and uses the Services appropriately according to any such licenses, permissions, approvals, and dispensations; (b) if Customer uses phone numbers from Australia, Japan, Brazil, or a country listed in the Numbering Requirements page here: https://www.twilio.com/en-us/legal/numbering-requirements (collectively, “Designated Countries”), the following additional terms apply:

(i) Customer Restrictions and Requirements. Customer acknowledges and agrees (a) that Zendesk is acting as a distributor of Twilio, or an affiliate of Twilio, as applicable, in brokering the provision of communications services involving voice calling or text messaging capabilities for the categories of phone numbers specified in the applicable Numbering Requirements page (“Number-Based Communications Services”) directly to Customer; (b) that the provision and Customer's use of the Number-Based Communications Services in any of the Designated Countries is subject to the Twilio Terms of Service, available at https://www.twilio.com/legal/tos, excluding any payment obligations to Twilio set forth therein (“Twilio Terms”); (c) to be the only final user of any Number-Based Communications Services; (d) not to sub-assign, sub-allocate, or resell the Number-Based Communications Services whatsoever; and (e) to cooperate with, and be represented by, Zendesk regarding all matters relating to Twilio and the Number-Based Communications Services. Customer's failure to comply with the requirements herein will provide Zendesk and Twilio each the right to suspend the provision of the Number-Based Communications Services. For the avoidance of doubt, Twilio’s provision of the Number-Based Services directly to Customer does not create any contractual relationship between such End User of Customer and Twilio whatsoever.

(ii) Customer Cooperation. Customer will promptly and reasonably cooperate with Zendesk and/or Twilio, as they may request in writing in connection with any information request or investigation (a) regarding complaints or any other matters in connection with the Number-Based Communications Services, whether such an information request or investigation is initiated by Twilio or by any third party, including, without limitation, law enforcement, regulators, or telecommunications providers, or (b) to ensure compliance with the Twilio Terms or applicable law or regulation. Customer further agree that Twilio may suspend its provision of the Number-Based Communications Services in accordance with the Twilio Terms.

At Zendesk’s election, Charges for Voice may be charged in arrears or by requiring Customer to prepay for expected usage. To the extent that Customer has or is required to prepay for expected usage of Voice, Customer's credit card will automatically be charged with the same amount and by the same payment method chosen when Customer first establishes a prepaid credit for Voice, or by such additional amount Customer requests as a regular prepaid credit.

If Customer prepays for Voice via check, wire, or ACH, Zendesk reserves the right to automatically re-invoice Customer for the same amount as the previous prepayment amount if Customer's balance approaches $0.00. If Customer wishes to cancel or change this automatic recharge option, then Customer should contact its Sales Representative or support@zendesk.com. Voice usage credits will expire one (1) year from the date of purchase if unused at that time.

If Customer's Service Plan includes access to texting functionality, then Customer agrees that only its Agents who have rights to use such functionality are authorized to do so. Zendesk reserves the right to monitor and periodically audit Customer's use of Voice to ensure that its use complies with the Agreement and the applicable Service Plan restrictions on the Zendesk site. Should Zendesk discover that Customer or its Agents' use of Voice is not in compliance with the Agreement and the applicable Service Plan restrictions, Zendesk reserves the right to charge Customer, and Customer hereby agrees to pay for such usage in addition to other remedies available to Zendesk. Additionally, Voice, including texting over SMS and MMS, is subject to restrictions imposed by Twilio and telecommunication carriers, described at the following links:

(collectively, the “Twilio Terms”). By using Voice, Customer agrees to comply with the Twilio Terms. With respect to United States and Canadian numbers, Twilio collects and monitors the content of text messages in order to detect spam, fraudulent activities, and violations of their Acceptable Use Policy. Please note that Customers involved in the sale or supply of Cannabis (products containing THC and/or CBD) or vape products are not permitted to utilize SMS messaging, as this is deemed a breach of Twilio's Acceptable Use Policy. Should Twilio report to Zendesk that Customer is allegedly violating the restrictions in these Twilio Terms, Zendesk will reach out to Customer to cease the offending activity. If Customer is unable to cease such activity, Zendesk may have to restrict the offending activity on the account, including removing the relevant functionality for the account. If Twilio or their telecommunication carriers issue fines or fees to Zendesk based on Customer's violation of the Twilio Terms, Zendesk will pass such fines or fees onto Customer and Customer agrees to pay such fines or fees and cease any violations going forward, subject to any right Customer may have to contest or appeal such a determination of violation with Twilio or the carrier.

Use of Voice is subject to the obligation to pay applicable Charges stated on the relevant pricing pages, currently located at https://www.zendesk.com/pricing, https://support.zendesk.com/hc/en-us/articles/4408846483482, https://support.zendesk.com/hc/en-us/articles/4408843672346, https://support.zendesk.com/hc/en-us/articles/6170157307162. By enabling or otherwise using Voice, Customer agrees to pay these fees. Usage-based Charges are subject to change and may be revised by Zendesk at any time. Any changes made to the list price of usage-based Charges will be made across all Customers and will not be targeted towards individual Customers. Customer will have the option to cease using the functionality generating the specific usage-based Charges in order to not incur the usage-based Charges going forward. These Supplemental terms for Voice do not apply to telephony functionality that is made available through Zendesk Sell. Use of such functionality is subject to the Supplemental Terms for use of Zendesk Sell.

As documented on the Zendesk site, Zendesk may disable the phone numbers provided to Customer for the use of Voice, if, in Zendesk’s sole discretion, such numbers are substantially underused for 30 days, or if Customer's subscription to Voice is otherwise suspended, terminated, or canceled.

If Customer enables Talk Partner Edition or the Voice Functionality Partner Edition (“Talk Partner Edition”), Customer acknowledges and agrees that the telephony functionality within Talk Partner Edition is provided by a Third-Party Products provider with which Customer has an independent relationship. Zendesk does not operate or control the Third-Party Products or the telephony integration services enabled through use of Talk Partner Edition, and Zendesk is not responsible for the legal or regulatory compliance obligations of Customer or these Third-Party Products.

Some jurisdictions may require that Customer have an address within the jurisdiction or provide additional information or documentation to purchase or use a phone number within the jurisdiction through Voice. If Customer is in such a jurisdiction, Customer agrees to provide this information as reasonably requested by Zendesk. Customer further authorizes Zendesk to disclose the provided information to Zendesk's third- party voice service provider, Twilio, the Industry Traceback Group, any necessary governmental agency, and the telecommunications entities generating the phone number or providing it to Twilio. Such information will be considered Confidential Information under the Agreement (subject to Customer's consent to share it with the listed parties above). Customer further understands that its phone number in the jurisdiction may be taken out of service or not provisioned if Customer is unable to provide the requested information.

To the extent that (i) Voice is a number based or number independent interpersonal communications service under the EECC, (ii) Customer is a micro-enterprise, small enterprise, or not-for-profit organisation, and (iii) Zendesk provides Customer with Voice within the European Economic Area or the United Kingdom, Customer agrees that the EECC Waivers will apply to Customer (to the extent applicable)

If Customer's Service Plan allows use of Zendesk Sell or Customer otherwise subscribes to or utilizes Zendesk Sell as a Service, the following Supplemental Terms apply:

Customer is prohibited from engaging in the following activities in its use of the Zendesk Sell email campaign functionality: (a) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from Customer by affirmatively opting in to receive those emails); (b) using purchased or rented email lists; (c) using third party email addresses, domain names, or mail servers without proper permission; (d) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com); (e) sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE); (f) failing to include a working “unsubscribe” option in each email that allows the recipient to remove themselves from Customer's mailing list; (g) failing to comply with any request from a recipient to be removed from Customer's mailing list within 10 days of receipt of the request; (h) failing to include in each email a link to the then-current privacy policy applicable to that email; (i) disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email; (j) failing to include in each email Customer's valid physical mailing address or a link to that information; and (k) including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient. Customer will not use Zendesk Sell’s email campaign functionality for high risk activities, which include uses such as the operation of nuclear facilities, air traffic control, life support systems, or where the use or failure of Zendesk Sell could lead to death, personal injury, or environmental damage. Customer will be solely responsible for ensuring that its use of the Service, including without limitation its provision of Service Data to Zendesk Sell through Services, complies with all applicable laws, rules, regulations, industry self-regulatory regimes, and third-party contracts, terms and policies, including without limitation the initiator obligations under CAN-SPAM or other email marketing regulations and for obtaining all consents, authorizations and clearances from Customer’s End Users, Third-Party Products, and any other third parties that may be required in connection with Zendesk Sell.

If Customer uses the voice or text functionality (“Zendesk Sell Voice”) within Zendesk Sell, Customer understands and agrees that: (a) Zendesk Sell Voice is not recommended to support or carry Emergency Calls/Texts and any such use is subject to the Emergency Calling/Texting terms set forth below; (b) Zendesk and Twilio will not be held liable for any claim, damages, or loss (and Customer hereby waives any and all such claims or causes of action), arising from or relating to (i) Customer's (or its Agents’ or End Users’) inability to use or difficulty using Zendesk Sell Voice to make such Emergency Calls or (ii) any test Emergency Calls made by Customer (or its Agents or End Users); (c) Customer is solely responsible for its operation of Zendesk Sell Voice (including the available texting functionality) in compliance with all applicable laws in all jurisdictions, including, but not limited to, the telephone recording and wiretapping laws and laws related to telemarketing, robocalling, call spoofing and spam, such as the Telephone Consumer Protection Act, Telemarketing Sales Rule, or Do Not Call Implementation Act; (d) as between Customer and Zendesk, Customer or its Agents are the initiator and sender of any call or SMS/MMS message transmitted through Customer's Account, whether sent manually or by means of an automation; and (e) Customer will defend, hold harmless, and indemnify Zendesk from and against any third-party claims arising from any of the foregoing.

Zendesk Sell Voice is subject to the same Twilio Terms described above, and the same terms with respect to Disintermediated Services also apply. Should Twilio report to Zendesk that Customer is allegedly violating the restrictions in these Twilio Terms, Zendesk will reach out to Customer to cease the offending activity. If Customer is unable to cease such activity, Zendesk may have to restrict the offending activity on the account, including removing relevant functionality for the account.

Use of Zendesk Sell Voice and the related functionality is subject to the obligation to pay applicable Charges, including usage-based and other applicable charges stated on the Zendesk site (currently available at: https://www.zendesk.com/sell/pricing/ and Zendesk Sell Voice Pricing). By enabling or otherwise using Zendesk Sell, Customer agrees to pay these charges. Usage-based Charges are subject to change and may be revised by Zendesk at any time. Any changes made to usage-based Charges will be made across all Customers and will not be targeted towards individual Customers. At Zendesk’s election, Charges for Zendesk Sell Voice may be charged in arrears or by requiring Customer to prepay for expected usage. To the extent that Customer has or is required to prepay for expected usage of Zendesk Sell Voice, Customer's credit card will be charged by such additional amount Customer requests.

Zendesk reserves the right to monitor and periodically audit Customer's use of Zendesk Sell Voice to ensure that its use complies with the Agreement and the Zendesk Sell Service Plan restrictions on the Zendesk site. Should Zendesk discover that Customer or any of its Agents' use of Zendesk Sell Voice is not in compliance with the Agreement and the relevant Zendesk Sell Service Plan restrictions, Zendesk reserves the right to charge Customer, and Customer hereby agrees to pay for, such usage in addition to other remedies available to Zendesk. Zendesk may disable the phone numbers provided to Customer for the use of Zendesk Sell Voice if, in Zendesk’s sole discretion, such numbers are substantially underused for 30 days, or if Customer's subscription to Zendesk Sell is otherwise suspended, terminated, or canceled.

Some jurisdictions may require that Customer's business have an address within the jurisdiction to purchase or use a phone number through Zendesk Sell Voice or provide other information related to Customer's business. If Customer is in such a jurisdiction, Customer agrees to provide a business address within the jurisdiction or otherwise provide the required information. Customer further authorizes Zendesk to disclose the given address or other information to Zendesk's third-party voice service provider, Twilio, any necessary governmental agency, and the telecommunications entities generating the phone number or providing it to Twilio. Such information will be considered Confidential Information under the Agreement (subject to Customer's consent to share it with the listed parties above). Customer further understands that its phone number in the jurisdiction may be taken out of service or not provisioned if Customer is unable to provide the requested information.

If Customer uses the enrichment or prospecting functionality (“Zendesk Sell Reach”) within Zendesk Sell, Customer understands and agrees that (i) Customer is solely responsible for its operation of Zendesk Sell Reach (including the available functionalities) in compliance with all applicable laws in all jurisdictions, including, but not limited to, laws relating to telemarketing and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act, CAN-SPAM, and data privacy laws; (ii) Zendesk will not be held liable for any claim, damages, or loss (and Customer hereby waives any and all such claims or causes of action) arising from or relating to Customer's (or its Agents’ or End Users’) use of Zendesk Sell Reach; and (iii) Customer will defend, hold harmless, and indemnify Zendesk from and against any third-party claims arising from any of the foregoing.

Use of Zendesk Sell Reach and the related functionality is subject to the obligation to pay applicable Charges, including usage-based and other applicable charges stated on the Zendesk site (currently available at: https://www.zendesk.com/sell/reach/ and https://support.zendesk.com/hc/en-us/articles/4408838896922-Reach-pricing-and-billing-FAQ). By enabling or otherwise using Zendesk Sell, Customer agrees to pay these charges. Usage-based Charges are subject to change and may be revised by Zendesk at any time. Any changes made to usage-based Charges will be made across all Customers and will not be targeted towards individual Customers At Zendesk’s election, Charges for Zendesk Sell Reach may be charged in arrears or by requiring Customer to prepay for expected usage. Zendesk Sell Reach usage credits will expire one (1) month from the date of purchase if unused at that time. For Zendesk Sell, Agents are referred to as Zendesk Sell Users. All references to "Agents" in the Agreement apply to Customer's Zendesk Sell users.

Zendesk reserves the right, at its sole discretion, to terminate any free Zendesk Sell accounts that have been inactive for 180 or more days without notice and to re-assign the subdomain(s) associated with such terminated Zendesk Sell account.

To the extent that (i) Zendesk Sell Voice is a number based or number independent interpersonal communications service under the EECC, (ii) Customer is a micro-enterprise, small enterprise, or not-for-profit organisation, and (iii) Zendesk provides Customer with Zendesk Sell Voice within the European Economic Area or the United Kingdom, Customer agrees that the EECC Waivers will apply to Customer (to the extent applicable).

Where Zendesk provides the ability to connect over voice or text with emergency services or suicide prevention hotlines (“Emergency Calling/Texting”), it does so subject to these terms, conditions, and limitations:

Emergency Calling/Texting is available in the countries set forth in the Articles only. Zendesk expects to expand this availability to new countries as it is made available by Zendesk's underlying provider. For an updated list of limitations and availability of Emergency Calling/Texting, visit https://support.zendesk.com/hc/en-us/articles/4411085317018-Emergency-Calling-in-Zendesk-Talk and https://support.zendesk.com/hc/en-us/articles/4413085281306-Using-emergency-calling-in-Zendesk-Sell-Voice (the “Articles”). The Articles are incorporated into and form part of these Supplemental Terms.

In all cases unless absolutely necessary, Zendesk recommends using traditional telephony for making Emergency Calls/Texts instead of using Emergency Calling/Texting within the Services. Emergency Calling/Texting is Internet based and is different from and may include limitations compared to traditional wireline service. For example, Emergency Calling/Texting may be unavailable due to loss of power, internet connectivity, technical infeasibility, suspension of services due to billing issues, Zendesk outage, or an outage within Customer's network or the network of Zendesk's underlying provider or their carriers. Emergency Calling/Texting does not currently include access to other non-emergency help lines, such as Harmonised Services of Social Value in the EU.

In countries where Zendesk's underlying provider charges a fee for address registration or Emergency Calling/Texting, a fee may apply. In some cases, local emergency answering services cannot process address or caller ID information and may not receive it. If no address is provided, the emergency professional answering the phone will not have access to the emergency address information or callback information unless provided with this information orally during the emergency call. Because registered address and not GPS address is used, the use of emergency calling services from a location other than the location indicated in the registered address may result in calls being routed to an emergency service provider not located near the End User — for example, if the registered address is set as a company’s office but an Agent of Customer places an emergency call from their home, the office address could be passed on to the emergency response professionals.

Emergency Calling/Texting is not intended to be used in settings in which emergency situations frequently arise, for example, in assisted living facilities, nursing homes and other similar facilities, or emergency call centers.

If Customer's Service Plan allows use of Zendesk bots (including the features formerly known as Zendesk Bots, Answer Bot, Article Recommendations, Flow Builder, and Ultimate), or any other features that reply to End Users without human Agent involvement (collectively, "AI Agents"), the following Supplemental Terms apply:

Use of AI Agents and the related functionality across the Services is subject to the obligation to pay applicable Charges, including usage-based and other applicable Charges according to the applicable consumption allowance ("Allowance") stated on the relevant pricing page on the Zendesk site or in the incorporated Documentation. By using AI Agents, Customer agrees to pay these fees. Usage-based Charges and Allowances may be revised by Zendesk at any time. Any changes made to the list price of usage-based Charges or to the metric for measuring Allowances will be made across all Customers and will not be targeted towards individual Customers. Customer will have the option to cease using the functionality generating the specific usage-based Charges in order to not incur the usage-based Charges going forward.

As documented on the Zendesk site or within an Order Form, the Zendesk Service Plan that Customer purchases may entitle Customer to use a specified number of Zendesk AI Agent resolutions (“Automated Resolutions”) during a given time period (“Usage Period”). For more information about Automated Resolutions, see: https://support.zendesk.com/hc/en-us/articles/5352026794010. Except for Customers on non-standard Subscription Terms, Customer's Usage Period will be annual; provided, however, that if Customer's Subscription Term is shorter than 12 months, Customer's Usage Period will be Customer's Subscription Term.

Unless an earlier expiration date is communicated to Customer at time of purchase, Customer's Allowance will expire and will no longer be redeemable at the end of the Usage Period.

If Customer exceeds its Allowance during the applicable Usage Period, Customer agrees to pay for excess Automated Resolutions at the current list price (“Pay-as-you-go Fee”). Pay-as-you-go Fees will be charged monthly in arrears, irrespective of Customer's subscription billing period (“Monthly Billing Period”); provided, however, that invoices below a minimum threshold may be accumulated and billed in subsequent months. If Customer is invoiced by Zendesk for the Services, the Pay-as-you-go Fees will appear on the applicable invoice, and Customer agrees to pay such invoice in accordance with the terms of the Agreement. If Customer has authorized Zendesk to automatically charge Charges to Customer's credit card or other payment instrument, the Pay-as-you-go Fees will be automatically charged to Customer's credit card or other payment instrument. In the event Customer replaces its current Order Form mid-term with a Order Form, Customer understands that any Pay-as-you-go Fees incurred prior to the date of the new Order Form is signed will remain payable, regardless of the effective date of the new Order Form. All disputes that impact payment obligations (including disputes regarding Automated Resolutions usage or Pay-as-you-go Fees incurred) must be made in good faith and submitted to Zendesk prior to the payment due date, or within 30 days of invoice if Customer is on immediate payment terms.

If Customer expects to exceed its Allowance during a Usage Period, Customer may purchase additional Automated Resolutions.

Customer may also cap its usage of AI Agents at its Allowance. If Customer elects to cap its usage, the cap will take effect in Customer's next Monthly Billing Period (and cannot be applied to the current Monthly Billing Period).

Zendesk makes available a dashboard to help Customer track Automated Resolution usage (“Dashboard”). Customer acknowledges that the Dashboard is not updated in real-time, and Zendesk will not be responsible for any Pay-as-you-go Fees arising out of any delay in updating Customer's usage.

For purposes of measuring Automated Resolutions, Customer understands that there may be circumstances where the system will not be able to identify an unauthenticated user as the same unique visitor over multiple interactions (e.g., when the user interacts over multiple channels, browsers, or devices), resulting in their visits being counted as separate interactions. These circumstances can be mitigated with user authentication, and will not form the basis of any claim against Zendesk.

Zendesk may, but is not required to, apply methods to exclude certain Automated Resolutions from calculations, which could reduce the total Automated Resolutions counted against Customer's Allowance. These methods may be adjusted by Zendesk when commercially reasonable, which may result in changes to Customer's Automated Resolutions usage.

If Customer uses AI Agents, Customer understands and agrees that it is solely responsible for its operation of the functionality (including the available functionalities) in compliance with all applicable laws in all jurisdictions, including, but not limited to, laws prohibiting misleading consumers about the artificial identity of an automated online account, such as the California Bolstering Online Transparency Act, and in compliance with all third-party rights, including intellectual property rights.

Customer understands that AI agents - Advanced is not currently covered under the FedRAMP Tailored Certification, Advanced Data Privacy and Protection, and Enhanced Disaster Recovery.

Certain Zendesk products and features, including Sunshine Conversations, Zendesk messaging, Live Chat Functionality, Ticketing System Functionality channel integrations, the Social Messaging Add-On, and the Agent Workspace (collectively, “Messaging Integrations”) allow Customers to integrate the Services with various third-party messaging platforms, such as WhatsApp, Facebook Messenger, Line, X (formerly Twitter), WeChat, Instagram, Slack, and Apple Business Chat ("collectively, “Non-Zendesk Messaging Platforms”). If Customer uses the Messaging Integrations or otherwise make external API calls to Non-Zendesk Messaging Platforms through Zendesk (e.g., through bot builder), Customer hereby acknowledges that the Non-Zendesk Messaging Platforms are Third-Party Products as defined in the Agreement and certifies that it has agreed to and will comply with the terms of service that such Non-Zendesk Messaging Platforms use to govern the use of their platform(s) (the “Non-Zendesk Messaging Platform Terms”). Such Non-Zendesk Messaging Platform Terms include but are not limited to the terms available at the following links, and any policies and terms referenced therein:

Meta and its Affiliates:

Line:

https://terms.line.me/line_terms/?lang=en

X (formerly Twitter):

WeChat:

Slack:

https://slack.com/terms-of-service/api

Apple Business Chat:

Zendesk may make Messaging Integrations to other Non-Zendesk Messaging Platforms available as described in the Documentation, and Customer agrees to and will comply with all applicable Non-Zendesk Messaging Platforms Terms, regardless of whether they are specifically listed herein. If Customer does not agree to certain Non-Zendesk Messaging Platform Terms, Customer cannot use the applicable Non-Zendesk Messaging Platform.

Customer acknowledges and agrees that Zendesk does not operate the Non-Zendesk Messaging Platforms or the business integration services provided by the Non-Zendesk Messaging Platforms.

Customer agrees not to use any Messaging Integrations that integrate with Non-Zendesk Messaging Platforms to: (i) facilitate direct conversations between End Users and healthcare providers; or (ii) send or collect any patient data obtained from healthcare providers.

Currently, Zendesk does not charge usaged-based Charges related to use of the Messaging Integrations that exist within Ticketing System Functionality, Live Chat Functionality, or Agent Workspace. However, Zendesk reserves the right to start charging Customer usage-based Charges with respect to any Messaging Integrations at any time in its sole discretion, including by passing down mandatory usage charges levied by Non-Zendesk Messaging Platforms. By enabling or otherwise using the Messaging Integrations, Customer agrees to pay these usage-based Charges (if such usage-based Charges are instituted). If usage-based Charges commence, such usage-based Charges are subject to change and may be revised by Zendesk at any time. Any commencement of usage-based Charges or changes to the list price of usage-based Charges will be made across all Customers and will not be targeted towards individual Customers.

To use any Messaging Integrations that integrate with WhatsApp, Customer must have a WhatsApp business account (“WhatsApp Account”) and at least one WhatsApp phone number purchased via Zendesk (“WhatsApp Number”). Unless otherwise described in the Documentation, WhatsApp Numbers are sold separately from the Messaging Integrations. In connection with the Messaging Integrations, Customer is entitled to use no more than the number of WhatsApp numbers that it purchases from Zendesk.

Additionally, WhatsApp must approve Customer’s use of its WhatsApp Account, which may result in a limited time period following purchase of a Messaging Integration during which Customer will not have access to WhatsApp. As needed, during the sales process or following purchase of the Messaging Integration, Zendesk will submit Customer to WhatsApp for approval. If WhatsApp approves Customer’s use, Zendesk will configure Customer’s Account accordingly. There may be additional actions required of Customer to activate any of the Messaging Integrations that Zendesk will communicate to Customer WhatsApp may not approve Customer’s use in its sole discretion and may revoke prior approval at any time. Should Customer not be approved by WhatsApp, Zendesk will refund any subscription Charges paid for access to WhatsApp via the Messaging Integrations. Should WhatsApp revoke previously given approval of Customer or otherwise eliminate Customer’s access to the WhatsApp Service functionality required for use of the Messaging Integrations at any time during the Subscription Term, Zendesk will refund Customer any pre-paid subscription Charges paid specifically for access to WhatsApp via the Messaging Integrations covering the remainder of the Subscription Term after the effective date of Customer’s removal of access to WhatsApp, provided that Customer notifies Zendesk of such removal of access within 10 business days of removal. If Customer does not notify Zendesk of removal of access within the 10 business day notice period, Customer will not be eligible for a refund. Customer acknowledges that using Sunshine Conversation to connect Customer to the WhatsApp Business Solution does not make Customer a partner of Meta or WhatsApp, or entitle Customer to make any public representations as to being a Meta or WhatsApp partner or solution provider. Additionally, if Customer uses a WhatsApp Number to send proactive notifications, Customer will comply with Meta’s requirements and guidelines to send expected, relevant, and timely messages as set forth at https://developers.facebook.com/docs/whatsapp/message-templates/guidelines, https://developers.facebook.com/docs/whatsapp/overview/getting-opt-in, and as described in the WhatsApp Business Messaging Policy and Commerce Policy linked to above.

To use any Messaging Integrations that integrate with Slack, Customer must have a Slack enterprise account (“Slack Account”) . Slack enterprise accounts are sold separately from the Messaging Integrations.

Customer's use of the Messaging Integrations is subject to a usage limit of 50,000 messages per month processed through the Messaging Integrations per Agent licensed to use the Messaging Integrations. The usage limit is cumulative, meaning if Customer has 5 Agents authorized to use the Messaging Integrations, the total usage limit for Customer's Account is 250,000 messages processed through the Messaging Integrations per month.

Customer's Use of the Messaging Integrations is subject to usage limits communicated in the Documentation or, with respect to the Sunshine Conversations, in the Sunshine Conversations Service-Specific Terms or in the Documentation.

General Terms for all Sunshine Conversations Customers: All use of Sunshine Conversations, including under the specific licenses set forth below and whether via Zendesk Suite or on a standalone basis, is subject to the terms of the Agreement and these Supplemental Terms. Regardless of the type of Customer's subscription, Customer is ultimately responsible and liable for all use of Sunshine Conversations that occurs in Customer's Account.

Use of Sunshine Conversations may be subject to the obligation to pay applicable Charges and platform fees as detailed on the in the Documenation and in these Supplemental Terms. By enabling or otherwise using Sunshine Conversations, Customer agrees to pay all applicable Charges related to Customer's or its End Users’ use of Sunshine Conversations.

As documented on the Zendesk site or within an Order Form, the Service Plan that Customer purchases may entitle Customer to contact up to a specified number of monthly End Users using Sunshine Conversations (“MAUs”) and send a specified amount of attempted or sent text, multimedia, and structured messages to any supported third-party messaging platforms via the Sunshine Conversations Notification API “(Notifications”). Additional MAUs and Notifications may be purchased if Customer's use exceeds its MAUs or Notifications limits. For the avoidance of doubt, any Sunshine Conversations MAUs generated to connect Ultimate to Zendesk will not be counted toward Customer's monthly allocation. If Sunshine Conversations is used to connect a third-party endpoint to the conversation or for advanced integrations, then those MAUs will be considered billable.

In addition to the above, during the Subscription Term, Customer’s MAU and/or Notification volume is limited to the amount of MAUs and/or Notifications listed in the relevant Documentation or on Customer's Order Form (the “Maximum MAUs and/or Notifications"). Should Customer incur usage in excess of the Maximum MAUs and/or Notifications at any time during the Subscription Term, Zendesk reserves the right to charge Customer usage-based Charges equal to the list price of the amount of MAUs and/or Notifications actually incurred, or the overage rate specified in Customer's Service Order. Should Customer incur usage in excess of 2 times the Maximum MAUs and/or Notifications for any 3 months (whether or not consecutive) during the Subscription Term, Zendesk will give Customer a 90 day grace period to bring usage in compliance with the Maximum MAUs and/or Notifications limit. If after that 90 day period Customer’s use is not in compliance with such limits, Zendesk will increase Customer’s Maximum MAU and/or Notification amounts to reflect actual incurred maximum usage levels and charge Customer Charges for that level of usage for the remainder of the Subscription Term (“True Forward”). Customer agrees to pay such revised True Forward Charges. For the avoidance of doubt, True Forward billing will not apply to Customers whose Order Forms specify a specific overage rate or capped volume. Should Customer incur usage in excess of 10 times the Maximum MAU and/or Notification limits at any time during the Subscription Term, Zendesk may immediately suspend Customer’s access and use of Sunshine Conversations until usage is brought in compliance with the Maximum MAU and/or Notification limits or additional MAUs and/or Notifications are purchased.

Further, in the event that the average number of messages exchanged with all of Customer’s End Users exceeds 50 messages per conversation in a given month (“Fair Use Cap”), Customer’s use will be deemed to exceed reasonable expectations of use, and at Zendesk’s option, Customer will either (a) pay Zendesk excess Charges of $10.00 per 1,000 messages sent or received beyond the Fair Use Cap; or (b) immediately terminate the offending End Users’ rights and access to Sunshine Conversations.

For greater clarity, Sunshine Conversations fees do not include any charges that may be assessed by Non-Zendesk Messaging Platforms (e.g., WhatsApp) for access to or use of a channel. Such charges will be Customer's or its End Users’ responsibility, whether paid directly to the applicable third-party messaging platforms or whether such access is resold through Sunshine Conversations, in which case Zendesk will advise Customer in writing as to the applicable charges and Customer will have the right to accept such charges or decline them and not use the associated channel. In the event a Non-Zendesk Messaging Platform imposes special requirements on Zendesk beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Zendesk will have the right to charge Customer for this additional service and Customer will have the right to accept such charges or decline them and not use the associated channel.

For legacy standalone Sunshine Conversations, if Customer's Service Plan for Sunshine Conversations includes the data residency feature, the following terms apply: https://support.zendesk.com/hc/en-us/articles/4408827746330--Data-residency-in-Sunshine-Conversations. Sunshine Conversations is also subject to certain product restrictions, including usage limits, as communicated to Customer on the Zendesk site.

Zendesk may, if documented on the Zendesk site for Zendesk Sunshine Conversations, charge a hosting fee for storing or making accessible to Customer any historical Service Data relating to 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 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 Customer.

Brand Customer: If Customer has been granted access to Sunshine Conversations (whether through a paid subscription, a free trial, or as included in Suite, but other than as an ISV Customer), Customer is referred to herein as a “Brand Customer” The Sunshine Conversations SDK is a “Service” under the Agreement, and Customer's use of the Sunshine Conversations SDK as a Brand Customer is governed by the terms of the Agreement.

ISV Customer: If Customer has purchased a subscription that permits Customer to re-distribute the Sunshine Conversations SDKs, Customer is referred to herein as an “ISV Customer” Zendesk grants ISV Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term of such subscription, to (i) embed within its application the redistributable components of such Sunshine Conversations SDK in object code form only and distribute such redistributable components to End Users that are using its application for their end use only; and (ii) provide End Users with access to Sunshine Conversations sub-accounts as detailed on the Sunshine Conversations pricing page and related Documentation. ISV Customer will be responsible for ensuring that: (a) all such use conforms with the Agreement and these Supplemental Terms; and (b) all End User use of the Sunshine Conversations SDK conforms to an end user license agreement that is consistent with the Agreement and these Supplemental Terms.

When ISV Customers access or interact with Non-Zendesk Messaging Platforms via Zendesk, such access is subject to terms and conditions required by the applicable Non-Zendesk Messaging Platforms and ISV Customers agree to comply with those terms and conditions, including:

For Facebook and Instagram: https://developers.facebook.com/terms;
For X (formerly Twitter): https://developer.x.com/en/developer-terms/agreement-and-policy;
For LINE: https://terms2.line.me/LINE_Developers_Agreement and https://terms2.line.me/LINE_Developers_user_data_policy;
For Telegram: https://core.telegram.org/api/terms; and
Any written terms and conditions separately provided on the Non-Zendesk Messaging Platform websites, or directly by Zendesk on behalf of the Non-Zendesk Messaging Platforms.

Source Code Access: If Customer, whether a Brand Customer or an ISV Customer, has purchased a subscription that permits Customer to modify the Sunshine Conversations SDK source code (“Source Code Access”), Zendesk grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term of such subscription to modify (but not distribute) the source code of the Sunshine Conversations SDK that Zendesk provided to Customer. If Customer has Source Code Access, Customer will retain all right, title, and interest to any modifications, extensions, or derivative works of the Sunshine Conversations SDKs that it develops or has developed on its behalf in compliance with the Agreement and these Supplemental Terms (the “Source Code Access Derivative Works”), and Zendesk will retain all right, title and interest to the Sunshine Conversations SDK that it provides to Customer, including the source code thereof. The foregoing does not prevent Zendesk from exploiting any intellectual property rights of Zendesk, including any independently developed developments, modifications, adaptations, changes, derivative works, or new works, even if the foregoing is functionally similar or identical to the Source Code Access Derivative Works. Accordingly, Customer will not assert, whether directly or indirectly, any of its intellectual property rights in or to the Source Code Access Derivative Works against Zendesk or any customers or clients of Zendesk, and agrees to impose the foregoing restriction on any third party who has or obtains any right to enforce any such intellectual property rights.

White Label Access: If Customer, whether a Brand Customer or an ISV Customer, has purchased a subscription that permits Customer to white label the Sunshine Conversations SDK, Zendesk grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term of such subscription to distribute the white labeled version of the Sunshine Conversations SDK provided by Zendesk to Customer.

Zendesk provides certain artificial intelligence or machine learning functionality built on models trained on Zendesk customer experience data. While most customers instruct Zendesk to train such functionality in order to improve the Services, Customer may opt out of research and model training by contacting Zendesk customer support and identifying the Zendesk subdomains that Customer wishes to be opted out.

If Customer uses Zendesk-trained AI functionality, or AI functionality powered by third-party models (collectively, “Zendesk AI”), the following Supplemental Terms apply:

Zendesk AI includes features based on probabilistic, automated outputs and should be evaluated for accuracy as appropriate for Customer's use case, which may include employing human review of such output.

Customer acknowledges that certain Zendesk AI features may be deployed by Customer without human review, including using AI to directly engage with End Users. If Customer elects to turn on such features, Customer will inform its End Users that they are interacting with an AI system, and ensure that Customer's use complies with applicable laws.

Customer agrees to use Zendesk AI in accordance with applicable laws. Further, Customer understands that Zendesk AI is not intended to be used for the purpose of “automated decision making” as described in GDPR Art. 22, or in scenarios that pose a clear threat or significant risk to health, safety, or fundamental rights, including for the purposes that materially impact the outcome of an employment decision. In the event Customer uses or customizes Zendesk software in a manner that is alleged to be inconsistent with applicable law, Customer will defend, hold harmless, and indemnify Zendesk against any third-party claims arising from the foregoing.

Generative AI Functionality

Zendesk makes available certain generative AI functionality capable of creating new text or other content (“GenAI Functionality”). If Customer enables GenAI Functionality, Customer understands and agrees that: (a) Customer is solely responsible for its (or its Agents’ or End Users’) operation of GenAI Functionality; (b) Customer has reviewed and will comply with all applicable usage policies governing the use of GenAI Functionality, including (as applicable) those set forth at https://openai.com/policies/usage-policies; https://www.anthropic.com/legal/aup; (c) if Agents will use GenAI Functionality, Customer will disclose to Agents that they are interacting with an AI system; (d) if Customer uses GenAI Functionality to interact directly with End Users, Customer will disclose to End Users that they are interacting with an AI system; (e) Customer's use of GenAI Functionality will comply with all applicable laws and regulations, including those governing the use of generative artificial intelligence; (f) GenAI Functionality is not a substitute for human review, and will only be used to guide and not replace Agent decision-making; (g) notwithstanding any provision of the Agreement, Zendesk will have no obligation to indemnify Customer for any IP Claims arising out of Customer's use of GenAI Functionality; and (h) Customer will defend, hold harmless, and indemnify Zendesk from and against any third-party claims arising from Customer's use of GenAI Functionality in a manner inconsistent with these terms.

Customer understands that GenAI Functionality is computer-generated and not human-generated, and may produce inaccurate or biased outputs. Zendesk will not be liable in connection with any inaccuracies or biases produced by GenAI Functionality.

Customer further understands that GenAI Functionality is not currently covered under Zendesk’s FedRAMP Tailored Certification. For more information about GenAI, see: https://support.zendesk.com/hc/en-us/articles/6059285322522.

Third-party developers and service providers ("Technology Partners") may make available applications or functionality that integrate with the Services, including to provide connections to third-party services ("Technology Partner Services").

A. With the exception of the Unified MSA Technology Partner Services listed in Section B below, all Technology Partner Services are Third-Party Products and subject to the terms or agreement directly between Customer and the Technology Partners.

B. Notwithstanding the foregoing, the Technology Partners and Unified MSA Technology Partner Services listed in this Section B will not be considered Third-Party Products (unless Customer has accepted or entered into a separate agreement with the Technology Partners) and the following additional terms will apply:

1. Unified MSA Technology Partner Services. Zendesk will utilize the following Technology Partners who may access and process Service Data to provide additional services to Customer ("Unified MSA Technology Partner Services"). As applicable, Customer confirms and provides general authorization for Zendesk's use of the following Technology Partners to provide the Unified MSA Technology Partner Services:

Entity Name	Description of Unified MSA Technology Partner Services	Applicable Services
Salto Labs, Inc.	Provides configuration management, DevOps, and automation functionality in connection with the Services.	Ticketing System Functionality, Help Center Functionality
OpenMethods, Inc.	Provides enhanced workflow, automation, and integration capabilities in connection with the Services.	Ticketing System Functionality, Help Center Functionality, Live Chat Functionality, Community Forum Functionality, Voice, Contact Center, Platform Functionality, Zendesk WFM (Tymeshift), AI agents - Advanced (Ultimate)
SweetHawk Pty Ltd.	Provides workflow automation and process management functionality in connection with the Services.	Ticketing System Functionality, Platform Functionality

2. Access to Unified MSA Technology Partner Services.

2.1 Access and Account Management. Customer's use of Unified MSA Technology Partner Services is optional and will be enabled following Customer's purchase of the Unified MSA Technology Partner Services from Zendesk. Customer may be required to maintain a separate account with the Technology Partner to utilize the associated Unified MSA Technology Partner Services. Customer and Agents are responsible for maintaining the confidentiality and security of all Unified MSA Technology Partner Services account login information.

2.2 Support. The applicable Technology Partner will provide Customer with customer and technical support for the related Unified MSA Technology Partner Services.

3. Service Data Processing and Security.

3.1 Data Subject Rights. Customer will contact the Technology Partner supporting the related Unified MSA Technology Partner Services with respect to any data subject rights requests during the Subscription Term.

3.2 Data Hosting Location. To the extent a Technology Partner offers regional data hosting location options for its Unified MSA Technology Partner Services, the Technology Partner will provide configuration information and coordinate with Customer on enabling such regional data hosting.

3.3 Information Security Measures. Technology Partners that support Unified MSA Technology Partner Services will be subject to requirements consistent with the Technical and Organizational Enterprise Security Measures for Third-Party Service Providers Who Process Service Data.

3.4 Security Incidents. The applicable Technology Partner will be responsible for notifying Customer of any security incidents impacting Service Data processed or stored within the Technology Partner Services systems and environments. To the extent that Zendesk becomes aware of a potential security incident impacting Unified MSA Technology Partner Services, Zendesk will undertake commercially reasonable efforts to inform Customer.

These terms apply to Customers who require Zendesk's FedRAMP Tailored certification configuration to use the Services. The following Services have been approved by the Federal Risk and Authorization Management Program (“FedRAMP”) Program Management Office under the FedRAMP Tailored for Low-Impact Software-as-a-Service program (“FedRAMP Tailored”):

Zendesk Support Enterprise and Professional, in each case, when Customer maintains an active subscription to the Data Center Location Add-On with United States hosting location enabled
Help Center Functionality
Community Forum Functionality
Voice
Analytics Functionality
Sunshine Conversations
Messaging Functionality (Generative AI functionality is not yet included in scope, and should not be turned on; additional limitations apply)
Certain product Add-Ons*

For the avoidance of doubt, no Services functionality or product Add-Ons featuring services provided by OpenAI are approved under Zendesk’s FedRAMP Tailored Certification.

While Zendesk has reviewed its FedRAMP Tailored approval in describing the specific Zendesk Services that permit or invalidate FedRAMP Tailored approval, Customer is solely responsible for reviewing the Documentation and applicable legislation to ensure that its use of the Services is consistent with any governmental requirements, including with respect to reliability, data security, and data hosting locality. The approval is a FedRAMP Tailored authorization with a low risk designation. Accordingly, except for Service login purposes, Customer is prohibited from storing any personal data, Cardholder Data (as that term is used in the Data Security Standards of the Payment Card Industry), or business sensitive information (collectively, “PII”) within the Services. If Customer or its End Users input or store PII within the Services, the FedRAMP Tailored authorization will become void. Customer explicitly acknowledges any exceptions or limitations of the Data Center Location Add-On as set forth in the applicable Documentation and in Zendesk’s Regional Data Hosting Policy.

As explained in the Agreement, Zendesk uses certain Sub-processors to provide, secure, and improve the Services. The names and data hosting locations of all current Sub-processors used for the processing of personal data in the Services are set forth in Zendesk’s Sub-processor Policy.

*As Zendesk's Add-Ons and FedRAMP program continue to evolve, please email fedramp@zendesk.com for the most up-to-date scoping information.