Supplemental terms: Zendesk's service-specific terms

These Supplemental Terms supplement the Master Subscription Agreement (found here: https://www.zendesk.com/company/customers-partners/master-subscription-agreement/ or otherwise agreed by the parties), and apply to specific aspects of the Service as described herein. Capitalized terms used and not defined herein have the meanings given to them in the Agreement. Notwithstanding anything to the contrary in Your agreement with Us, Zendesk reserves the right, at its sole discretion, to update the Supplemental Terms detailed below as needed to accommodate development of new features and functionality.

Supplemental Terms for Zendesk’s Support (“Zendesk Support”) and Chat Services (“Zendesk Chat”):

If Your Service Plan allows You to use Zendesk Support or Zendesk Chat or You otherwise subscribe to or utilize Zendesk Support or Zendesk Chat as a Service, the following Supplemental Terms apply:

Zendesk reserves the right, at its sole discretion, to terminate any Chat Lite Accounts that have been inactive for thirty (30) or more days and re-assign the subdomain(s) associated with such terminated Chat Lite Account.

Supplemental Terms for Zendesk’s Talk Service (“Zendesk Talk”):

If Your Service Plan for Zendesk Support allows You to use Zendesk Talk or You otherwise subscribe to or utilize Zendesk Talk as a Service, the following Supplemental Terms apply:

You understand and agree that (a) Zendesk Talk is not intended to support or carry emergency calls to any emergency services, such as public safety answering points; (b) We will not be held liable for any claim, damages or loss (and You hereby waive any and all such claims or causes of action), arising from or relating to Your (or Agents’ or End-Users’) inability to use Zendesk Talk to make such emergency calls; (c) You are solely responsible for Your (or Your Agents’ or End-Users’) operation of Zendesk Talk (including the available numberless voice and texting functionality) in compliance with all applicable laws in all jurisdictions, including, but not limited to, telephone recording laws, wiretapping laws, and laws and regulations related to telemarketing and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act and CAN-SPAM Act and associated regulations; (d) as between You and Zendesk, You or Your Agents are the initiator and sender of any call or SMS/MMS message transmitted through Your Account, whether sent manually or by means of an automation; (e) You will implement and maintain all policies and procedures required for compliance with any applicable law or regulation; and (e) You will defend, hold harmless and indemnify Us from and against any third party claim arising from any of the foregoing. Your commitments in the foregoing paragraph shall also apply to any use by You of Zendesk Talk Partner Edition.

In addition, if You use the Services to enable Your 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 You, not Zendesk, are responsible for ensuring You have obtained any required licenses, permissions, approvals, or dispensations (including as an other service provider with respect to business process outsourcing) for Your business operations and that You configure and use the Services appropriately according to any such licenses, permissions, approvals, and dispensations.

At Zendesk’s election, Subscription Charges and Usage Charges for Zendesk Talk may be charged in arrears or by requiring You to prepay for expected usage. To the extent that You have or are required to prepay for expected usage of Zendesk Talk, Your credit card will automatically be charged with the same amount and by the same payment method chosen when You first establish a prepaid credit for Zendesk Talk, or by such additional amount You request as a regular prepaid credit.

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

If Your Zendesk Talk Service Plan includes Zendesk Text, then You agree that only Your Agents who have purchased both Zendesk Talk and Zendesk Text are authorized to use Zendesk Text. Zendesk reserves the right to monitor and periodically audit Your use of Zendesk Talk and Zendesk Text to ensure that Your use complies with this Agreement and the Zendesk Talk Service Plan restrictions on Our Site. Should Zendesk discover that Your or any Agent’s use of Zendesk Talk or Zendesk Text is not in compliance with the Agreement and the Zendesk Talk Service Plan restrictions on Our Site, Zendesk reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.

Use of Zendesk Talk and the related functionality is subject to the obligation to pay applicable Usage Charges, Subscription Charges and other applicable charges stated at: https://www.zendesk.com/talk/pricing/. By enabling or otherwise using Zendesk Talk, You are agreeing to pay these fees. Usage Charges are subject to change and may be revised by Zendesk at any time. Any changes made to the list price of Usage Charges will be made across all Subscribers and will not be targeted towards individual Subscribers. Subscriber shall have the option to cease using the functionality generating the specific Usage Charges in order to not incur the Usage Charges going forward.

If you choose to enable Zendesk Talk Partner Edition (“Talk Partner Edition”), You acknowledge and agree that the telephony functionality within Talk Partner Edition is provided by a Non-Zendesk Service that You have an independent relationship with. Zendesk does not operate or control the Non-Zendesk Services 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 You or these Non-Zendesk Services.

If You use Talk Partner Edition, You hereby represent that You have provided notice to and received all necessary consents from Your End-Users to contact such End-Users using the Talk Partner Edition functionality and/or the Non-Zendesk Services You enable within Your Account. Further, You agree that Your Service Data and Personal Data may be transferred to and processed by the Non-Zendesk Services that You integrate with as necessary to use the Talk Partner Edition functionality. You acknowledge that You, not Zendesk, are responsible for configuring the interoperability of the Services with the Non-Zendesk Services which provide the telephony functionality within Talk Partner Edition.

Zendesk does not guarantee the continued availability or performance of the Non-Zendesk Services, or the continued interoperability of the Non-Zendesk Services with the Services.

Further, You acknowledge and agree that Zendesk does not determine or control the content of the Non-Zendesk Service terms of service and that Zendesk shall have no liability associated with Subscriber’s use of the Non-Zendesk Services enabled within Talk Partner Edition. Any modification of the Non-Zendesk Services, to the Non-Zendesk Service terms, or to the fees charged by the Non-Zendesk Services to Subscriber, shall not relieve any of Subscriber’s obligations to Zendesk. The Non-Zendesk Services enabled within Talk Partner Edition may charge Subscriber independently for access and use of their services. Subscriber acknowledges and agrees that the Non-Zendesk Services may alter these fees at any time and Zendesk has no control over any such changes.

Some jurisdictions may require that You have an address within the jurisdiction or provide additional documentation to purchase a phone number within the jurisdiction through Zendesk Talk. If You are in such a jurisdiction, You agree to provide this information as reasonably requested by Zendesk. You further authorize Zendesk to disclose the provided information to Our third party voice service provider, Twilio, Inc. (“Twilio”), any necessary governmental agency and the telecommunications carrier generating the phone number. Such information will be considered Confidential Information under this Agreement (subject to Your consent to share it with the listed parties above). You further understand that Your phone number in the jurisdiction may be taken out of service or not provisioned if You are unable to provide the requested information.

Supplemental Terms for Zendesk’s Explore Service (“Zendesk Explore”):

If Your Service Plan for Zendesk Support allows You to use Zendesk Explore or You otherwise subscribe to or utilize Zendesk Explore as a Service, the following Supplemental Terms apply:

The definition of “Software” in the Agreement shall include connectors that are used by You to connect Your data sources to Zendesk Explore or that allow You to use any functionality in connection with Zendesk Explore.

Use of Zendesk Explore 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 Explore, You are agreeing to pay all applicable Usage Charges related to Your use of Zendesk Explore. Zendesk Explore is also subject to certain product restrictions, including usage limits, as communicated to You on the Site.

Supplemental Terms for Zendesk’s Sell Service (“Zendesk Sell”):

If Your Service Plan allows You to use Zendesk Sell or You otherwise subscribe to or utilize Zendesk Sell as a Service, the following Supplemental Terms apply:

You are prohibited from engaging in the following activities in Your 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 You 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 Your mailing list; (g) failing to comply with any request from a recipient to be removed from Your mailing list within ten (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 Your 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. You will not use Zendesk Sell’s email campaign functionality for high risk activities which shall mean 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. You shall be solely responsible for ensuring that Your use of the Service, including without limitation Your 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 Subscriber’s End-Users, Non-Zendesk Services and any other third parties that may be required in connection therewith.

If You use the voice or text functionality (“Zendesk Sell Voice”) within Zendesk Sell, You understand and agree that (a) Zendesk Sell Voice is not intended to support or carry emergency calls to any emergency services, such as public safety answering points; (b) We will not be held liable for any claim, damages or loss (and You hereby waive any and all such claims or causes of action), arising from or relating to Your (or Agents’ or End-Users’) inability to use Zendesk Sell Voice to make such emergency calls; (c) You are solely responsible for Your 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 and spam, such as the Telephone Consumer Protection Act or Do Not Call Implementation Act; (d) as between You and Zendesk, You or Your Agents are the initiator and sender of any call or SMS/MMS message transmitted through Your Account, whether sent manually or by means of an automation and (e) You will defend, hold harmless and indemnify Us from and against any third party claim arising from any of the foregoing.

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

Zendesk reserves the right to monitor and periodically audit Your use of Zendesk Sell Voice to ensure that Your use complies with the Agreement and the Zendesk Sell Service Plan restrictions on Our Site. Should Zendesk discover that Your or any Agent’s use of Zendesk Sell Voice is not in compliance with the Agreement and the Zendesk Sell Service Plan restrictions on Our Site, Zendesk reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us. Zendesk may disable the phone numbers provided to You for the use of Zendesk Sell Voice if, in Zendesk’s sole discretion, such numbers are substantially underused for thirty (30) days, or if Your subscription to Zendesk Sell is otherwise suspended, terminated or cancelled.

Some jurisdictions may require that Your business have an address within the jurisdiction to purchase a phone number through Zendesk Sell Voice or provide other information related to Your business. If You are in such a jurisdiction, You agree to provide a business address within the jurisdiction or otherwise provide the required information. You further authorize Zendesk to disclose the given address or other information to Our third party voice service provider, Twilio, Inc. (“Twilio”), and any necessary governmental agency. Twilio’s and the necessary governmental agency’s terms and policies will govern their use of the information and the Agreement and Privacy Policy do not govern their use of the information. You further understand that Your phone number in the jurisdiction may be taken out of service if You are unable to provide the required information.

If You use the enrichment or prospecting functionality (“Zendesk Sell Reach”) within Zendesk Sell, You understand and agree that (a) You are solely responsible for Your 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; (b) We will not be held liable for any claim, damages or loss (and You hereby waive any and all such claims or causes of action), arising from or relating to Your (or Agents’ or End-Users’) use of Zendesk Sell Reach; and (c) You will defend, hold harmless and indemnify Us from and against any third party claim arising from any of the foregoing.

Use of Zendesk Sell Reach and the related functionality is subject to the obligation to pay applicable Usage Charges, Subscription Charges and other applicable charges stated on the Site (currently available at: https://www.zendesk.com/sell/pricing/ and Zendesk Sell Reach Pricing & Credits). By enabling or otherwise using Zendesk Sell, You are agreeing to pay these charges. Usage Charges are subject to change and may be revised by Zendesk at any time. Any changes made to Usage Charges will be made across all Subscribers and will not be targeted towards individual Subscribers. At Zendesk’s election, Subscription Charges and Usage Charges for Zendesk Sell Reach may be charged in arrears or by requiring You 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.

Supplemental Terms for Zendesk’s Sunshine Service (“Zendesk Sunshine”):

If Your Service Plan allows You to use Zendesk Sunshine or You otherwise subscribe to or utilize Zendesk Sunshine as a Service, the following Supplemental Terms apply:

Some features of Zendesk Sunshine may be subject to additional Subscription Charges, Usage Charges and usage limits as explained on the Zendesk Sunshine pricing page and related Documentation on the Site. By enabling or otherwise using Zendesk Sunshine, You agree to pay these charges and agree to the applicable feature specifications. Further, You acknowledge that You are responsible for the Service Data You input into Zendesk Sunshine in accordance with the Agreement.

Supplemental Terms for Zendesk Answer Bot and virtual customer assistant functionality within the Services ("Answer Bot"):

If Your Service Plan allows You to use Answer Bot or You otherwise subscribe to or utilize Answer Bot as a Service, the following Supplemental Terms apply:

Use of Answer Bot and the related functionality across the Services is subject to the obligation to pay applicable Usage Charges, Subscription Charges and other applicable charges according to the consumption metrics ("Consumption Capacity") stated on the relevant pricing page on the Site, currently located at https://www.zendesk.com/answer-bot/. By enabling or otherwise using Answer Bot, You are agreeing to pay these fees. Usage Charges and Consumption Capacity are subject to change and may be revised by Zendesk at any time. Any changes made to the list price of Usage Charges or to the metric for measuring Consumption Capacity will be made across all Subscribers and will not be targeted towards individual Subscribers. Subscriber shall have the option to cease using the functionality generating the specific Usage Charges in order to not incur the Usage Charges going forward.

Subscription Charges for Answer Bot may be charged in arrears or require You to prepay for expected consumption. Unless an earlier expiration date is communicated to You at time of purchase, Consumption Capacity will expire and no longer be redeemable at the end of the time period to which the Consumption Capacity is allocated. If Your Account reaches a Consumption Capacity limit during the applicable time period, the functionality of the relevant feature will not be available in Your Account until the beginning of the next time period unless You purchase additional Consumption Capacity by upgrading to a higher Service Plan or have otherwise agreed to a different overage pricing model which allows You to continue to use the feature and pay for such additional use.

If You use Answer Bot, You understand and agree that You are solely responsible for Your 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.

Supplemental Terms for Zendesk’s Messaging Integrations (“Messaging Integrations”):

Certain Zendesk products and features (including Zendesk Sunshine Conversations, Zendesk messaging, Zendesk Chat, Zendesk Support channel integrations, the Social Messaging add-on, and the Agent Workspace -- collectively, the “Messaging Integrations”) allow Subscribers to integrate the Services with various third-party messaging platforms (such as WhatsApp, Facebook Messenger, Line, Twitter, WeChat, Instagram, and Apple Business Chat -- collectively, the “Non-Zendesk Messaging Platforms”). If You use the Messaging Integrations, You hereby acknowledge that the Non-Zendesk Messaging Platforms are Non-Zendesk Services as defined in the Agreement and certify that You have 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:

Facebook and its Affiliates:

Line:

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

Twitter:

https://twitter.com/en/tos
https://developer.twitter.com/en/developer-terms/agreement
https://developer.twitter.com/en/developer-terms/policy

WeChat:

Apple Business Chat:

https://register.apple.com/resources/tou/register_en.html

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

You acknowledge and agree that Zendesk does not operate the Non-Zendesk Messaging Platforms or the business integration services provided by the Non-Zendesk Messaging Platforms.

If You use the Messaging Integrations, You hereby represent that You have provided notice to and received all necessary consents from Your End-Users to contact such End-Users using the Messaging Integrations and/or the Non-Zendesk Messaging Platforms You enable within Your Account. Further, You agree that Your Service Data and Personal Data may be transferred to and processed by the Non-Zendesk Messaging Platforms that You integrate with as necessary to provide the Service. You acknowledge that You, not Zendesk, are responsible for configuring the interoperability of the Services with Non-Zendesk Messaging Platforms to the extent any such actions are required outside of the Services.

Zendesk does not guarantee the continued availability or performance of the Non-Zendesk Messaging Platforms, or the continued interoperability of the Non-Zendesk Messaging Platforms with the Services.

You agree not to use any Messaging Integrations that integrate with Non-Zendesk Messaging Platforms to (a) facilitate direct conversations between End-Users and healthcare providers; or (b) send or collect any patient data obtained from healthcare providers.

Further, You acknowledge and agree that Zendesk does not determine or control the content of the Non-Zendesk Messaging Platform Terms and that Zendesk shall have no liability associated with Subscriber’s use of the Non-Zendesk Messaging Platforms. Any modification of the Non-Zendesk Messaging Platforms, to the Non-Zendesk Messaging Platform Terms, or to the fees charged by the Non-Zendesk Messaging Platforms to Subscriber, shall not relieve any of Subscriber’s obligations to Zendesk. The Non-Zendesk Messaging Platforms may charge Subscriber independently for access and use of their services, or the Non-Zendesk Messaging Platforms may charge Zendesk for Subscriber’s use and access, in which case Zendesk may pass these fees on to the Subscriber. Subscriber acknowledges and agrees that the Non-Zendesk Messaging Platforms may alter these fees at any time and Zendesk has no control over any such changes.

Currently, Zendesk does not charge Usage Charges related to use of the Messaging Integrations that exist within Zendesk Support (channel integrations and Social Messaging) or Agent Workspace. However, Zendesk reserves the right to start charging Subscriber Usage Charges with respect to any Messaging Integrations at any time in its sole discretion. By enabling or otherwise using the Messaging Integrations, You are agreeing to pay these Usage Charges (if such Usage Charges are instituted). If Usage Charges commence, Usage Charges are subject to change and may be revised by Zendesk at any time. Any commencement of Usage Charges or changes to the list price of Usage Charges will be made across all Subscribers and will not be targeted towards individual Subscribers.

To use any Messaging Integrations that integrate with WhatsApp, Subscriber 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, Subscriber is entitled to use no more than the number of WhatsApp numbers that they purchase from Zendesk.

Additionally with respect to WhatsApp, WhatsApp must approve Subscriber’s use of their WhatsApp Account, which may result in a limited time period following purchase of a Messaging Integration during which Subscriber will not have access to WhatsApp. As needed, during the sales process or following purchase of the Messaging Integration, Zendesk will submit Subscriber to WhatsApp for approval. If WhatsApp approves Subscriber’s use, Zendesk will configure Subscriber’s Account accordingly. There may be additional actions required of Subscriber to activate any of the Messaging Integrations which Zendesk will communicate to Subscriber. WhatsApp may not approve Subscriber’s use in its sole discretion and may revoke prior approval at any time. Should Subscriber 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 Subscriber or otherwise eliminate Subscriber’s access to the WhatsApp Service functionality required for use of the Messaging Integrations at any time during the Subscription Term, Zendesk will refund Subscriber 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 Subscriber’s removal of access to WhatsApp provided that Subscriber notifies Zendesk of such removal of access within ten (10) business days of removal. If Subscriber does not notify Zendesk of removal of access within the ten (10) business day notice period, Subscriber will not be eligible for a refund. Subscriber acknowledges that using Sunshine Conversation to connect Subscriber to the WhatsApp Business Solution does not make the Subscriber a partner of Facebook or WhatsApp, or entitle Subscriber to make any public representations as to being a WhatsApp or Facebook partner or solution provider.

Your use of the Messaging Integrations is subject to a usage limit of fifty thousand (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 You have five (5) Agents authorized to use the Messaging Integrations the total usage limit for Your Account is two hundred fifty thousand (250,000) messages processed through the Messaging Integrations per month.

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

Supplemental Terms for Zendesk’s Sunshine Conversations Service (“Zendesk Sunshine Conversations”):

In addition to the limited license with respect to Your internal business purposes in Section 2 of the 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, solely to enable End-Users to develop functionality in their software for facilitating communications between such End-Users and other End-Users through Sunshine Conversations, to (i) distribute the Sunshine Conversations SDK to Subscriber’s End-Users; (ii) embed within the Subscriber’s application the redistributable components of the Sunshine Conversations Service SDK in object code form; (iii) provide End-Users with access to Sunshine Conversations sub-accounts as detailed on the Sunshine Conversations pricing page and related documentation on the Site; and (iv) for Subscribers who have purchased Sunshine Conversations SDK source code access, modify the Sunshine Conversations SDK source code, for branding or functional purposes 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.

Subject to Your purchase of Sunshine Conversations SDK source code access, Subscriber shall retain all right, title, and interest to any modifications, extensions, or derivative works of the Sunshine Conversations SDKs that Subscriber develops or has developed on its behalf (the “Subscriber Derivative Works”), and Zendesk shall retain all right, title and interest to the original source code. The foregoing does not prevent Zendesk from exploiting any Intellectual Property Rights of Zendesk, including any independently developed future developments, modifications, adaptations, changes, derivative works or new works, even if the foregoing is similar or functionally identical to the Subscriber Derivative Works. Accordingly, Subscriber will not assert, whether directly or indirectly, any of its Intellectual Property Rights in or to the Subscriber Derivative Works against Zendesk or any customers or clients of Zendesk.

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 contact up to a specified number of monthly users using the Sunshine Conversations Service. However, in the event that the average number of messages exchanged with any given End-User 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 Non-Zendesk 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 Non-Zendesk Messaging Platforms 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.

Supplemental Terms for Zendesk Support Suite and Zendesk Sales Suite

The Zendesk Support Suite and Zendesk Sales Suite include subscriptions to the Services described as included on the corresponding pricing pages on the Site. Any Service-Specific Terms applicable to the Services included in the Zendesk Support Suite or Zendesk Sales Suite apply to Subscriber’s use of the Zendesk Support Suite or Zendesk Sales Suite (as applicable). The Zendesk Support Suite and Zendesk Sales Suite may include Deployed Associated Services. If so, the Supplemental Terms for such Deployed Associated Services will be provided to Subscriber on the corresponding Order Form or prior to activation of the Deployed Associated Service.

Supplemental Terms for Certain Zendesk Deployed Associated Services (Add-Ons):

For Subscribers who have purchased or been given access to the Deployed Associated Services listed below, there are Supplemental Terms that will be provided to You on the corresponding Order Form which will supplement the Agreement.:

Priority Customer Support Deployed Associated Service for Zendesk Support
Premier Customer Support Deployed Associated Service for Zendesk Support
Premier Essentials Customer Support Deployed Associated Service for Zendesk Support
Advanced Security Deployed Associated Service for Zendesk Support

Supplemental Terms for Zendesk’s API and SDKs:

If You use or access any API for the purpose of developing, implementing and Publishing Applications (as defined in the API Agreement), You hereby agree that Your use shall be governed by the Application Developer and API License Agreement found at: https://www.zendesk.com/company/ customers-partners/application-developer-api-license-agreement/ (“API Agreement”). Further, if You use or access any SDK (defined below), You hereby agree that Your use of the SDK shall be governed by the API Agreement, in addition to this Agreement. “SDK” means any software development kit related to a Service developed by Zendesk and made available to You. For the avoidance of doubt, Subscriber's use of the API to develop and implement applications for internal business purposes is governed by the Master Subscription Agreement, including Zendesk's General API Policies.

Supplemental Terms for Zendesk’s Marketplace:

If You use or access the Marketplace, as available in Your Account and at https://www.zendesk.com/apps, You hereby agree to the Marketplace Terms of Use found at: https://www.zendesk.com/company/customers-partners/# marketplace-terms-of-use (the “Marketplace Terms”). As described in the Marketplace Terms, certain additional terms may apply to Your use of Applications (as defined in the Marketplace Terms).

Supplemental Terms for Zendesk Benchmark:

The Zendesk Benchmark (as described here: https://www.zendesk.com/benchmark/) will be turned on for Your Account by default. If You do not wish to participate in Zendesk Benchmark then You can opt-out from within the product by navigating to the Zendesk Benchmark feature and disabling the Zendesk Benchmark feature. Zendesk Benchmark aggregates and anonymizes the Personal Data of Your Agents and Service Data and publishes this information, segmented by industry, geography, and other metrics, in order to provide qualitative insight on customer support metrics and other relevant insights. Zendesk may use Zendesk Benchmark for the Zendesk Group’s own marketing purposes, to the extent it is necessary for Our legitimate interest under Applicable Data Protection Law in developing and improving the Service(s) and providing You with more relevant content and service offerings.

Supplemental Terms for Zendesk’s FedRAMP Tailored Certification:

These terms apply to Subscribers 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 when Subscriber maintains an active subscription to the Data Center Location Add-On with United States hosting location enabled.
Zendesk Guide
Zendesk Explore

While Zendesk has reviewed its FedRAMP Tailored approval in describing the specific Zendesk Services that permit or invalidate FedRAMP Tailored approval, Subscriber 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, Subscriber 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 Service. If You or Your End-Users input or store PII within the Services, the FedRAMP Tailored authorization will become void. Subscriber 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 Zendesk Master Subscription Agreement, Zendesk uses certain Sub-processors to provide, secure and improve the Services. The names and 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.