Supplemental terms: Zendesk's service-specific terms

We have updated these Supplemental Terms. If You are a new Subscriber, then these Supplemental Terms will be effective as of October 16, 2024. If You are an existing Subscriber, modifications to any features or functionality of the Services shall be effective as of November 16, 2024, or on the date communicated in any prior mutually executed agreement, announcement or notification (if different).

Access the previous version of the Supplemental Terms here.

These Supplemental Terms supplement the Main Services Agreement (found here: https://www.zendesk.com/company/agreements-and-terms/master-subscription-agreement/ or otherwise agreed by the parties) (the "Agreement"), 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.

Zendesk Subscribers may subscribe to receive notifications of updates to this policy by clicking “Follow” at the top of this policy.

If You are a microenterprise, small enterprise or a not-for-profit organisation and Zendesk provides You with Live Chat Functionality, Voice Functionality or Zendesk Sell Voice within the European Economic Area or the United Kingdom, please read the EECC Waivers (defined and set out below).

Zendesk Support and help desk functionality, email support functionality and agent workspace functionality within Zendesk Suite are referred to herein as “Ticketing System Functionality.” Zendesk Guide and help center functionality are referred to herein as “Help Center Functionality.” Zendesk Gather and community forum functionality referred to herein as “Community Forum Functionality.”

If Your Service Plan allows You to use Zendesk Chat or live chat functionality within Zendesk Suite including Zendesk messaging (collectively, "Live Chat Functionality") or You otherwise subscribe to or utilize 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 You. 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 you authorize Zendesk to access the stored transcript (or an AI summary thereof) as instructed by you 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 thirty (30) or more days. Zendesk may re-assign the subdomain(s) associated with such terminated Chat Lite Accounts.

You understand and agree that: (a) You are solely responsible for Your (or Your Agents’ or End-Users’) operation of the Live Chat Functionality in compliance with all applicable laws in all jurisdictions; (b) You will implement and maintain all policies and procedures required for compliance with any applicable law or regulation, which may include obtaining consent from Your Agents’ and End-Users to the transcribing and hosting of live chat transcripts by Zendesk; and (c) You will defend, hold harmless and indemnify Us from and against any third party claim 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) You are a micro-enterprise, small enterprise, or not-for-profit organisation and (iii) Zendesk provides You with Live Chat Functionality within the European Economic Area or the United Kingdom, You agree to waive any rights (to the extent applicable) that You may have under:

(i) Article 102(1) of the EECC, which would allow You to receive certain pre-contractual information; (ii) Article 102(3) of the EECC, which allows You to receive a contract summary; (iii) Article 102(5) of the EECC, which allows You 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 Zendesk Main Services Agreement; and (v) Article 107(3) of the EECC, which relates to contract extensions, (collectively, the “EECC Waivers”).

If Your Service Plan allows You to use Zendesk Talk or call center software within Zendesk Suite (collectively, "Voice Functionality") or You otherwise subscribe to or utilize Voice Functionality 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 Functionality in real-time or while such communications or messages are in-transit, except as necessary to deliver and secure these Services to You.

You understand and agree that (a) Voice Functionality 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) We and Twilio Inc. (“Twilio”) 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 (i) Your (or Agents’ or End-Users’) inability to use or difficulty using the Voice Functionality to make such Emergency Calls or (ii) any test Emergency Calls made by You (or Agents or End-Users); (c) You are solely responsible for Your (or Your Agents’ or End-Users’) operation of the Voice Functionality (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 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 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) 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.

The following terms apply to the use of Voice Functionality in or relating to specific regions: (a) 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; (b) if You use phone numbers from a Disintermediated Country (defined below) for voice or SMS, you acknowledge that, in addition to being Services subject to the restrictions and terms of this Agreement, the voice and SMS usage Services in such Disintermediated Country are “Disintermediated Services” offered and provided by the applicable local entity of Our voice services provider, Twilio (“Twilio Local”). The provision of Disintermediated Services are, in addition to this Agreement, governed by the Twilio Terms of Use and associated policies available at https://www.twilio.com/en-us/legal/tos. You agree (i) to cooperate with Zendesk and with requests Twilio makes of Zendesk to the extent necessary to ensure that the Twilio Services are being deployed in accordance with applicable law and regulations; and (ii) for Zendesk to manage interactions relating to the Disintermediated Services with Twilio Local, including that Zendesk, not Twilio, will work directly with you in managing phone number registrations. “Disintermediated Country” means one of the following countries, which Disintermediated Services are provided by the applicable Twilio Local entity:

Brazil: Teravoz Telecom Telecomunicações Ltda.
Japan: Twilio Japan GK. (except with respect to local and mobile numbers)
France: Twilio Ireland Ltd.
Australia: Twilio, Inc.

At Zendesk’s election, Subscription Charges and Usage Charges for Voice Functionality 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 the Voice Functionality, 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 the Voice Functionality, or by such additional amount You request as a regular prepaid credit.

If You prepay for Voice Functionality 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. Voice Functionality usage credits will expire one (1) year from the date of purchase if unused at that time.

If Your Service Plan includes access to texting functionality, then You agree that only Your Agents who have rights to use such functionality are authorized to do so. Zendesk reserves the right to monitor and periodically audit Your use of Voice Functionality to ensure that Your use complies with this Agreement and the applicable Service Plan restrictions on Our Site. Should Zendesk discover that Your or any Agent’s use of Voice Functionality is not in compliance with the Agreement and the applicable Service Plan restrictions, Zendesk reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us. Additionally, Voice Functionality, 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 Functionality, You agree to and will 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 Subscribers 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 a Zendesk Voice Functionality Subscriber is allegedly violating the restrictions in these Twilio Terms, Zendesk will reach out to such Subscribers to cease the offending activity. If the 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 Your violation of the Twilio Terms, Zendesk will pass such fines or fees onto You and You agree to pay such fines or fees and cease any violations going forward, subject to any right You may have to contest or appeal a such a determination of violation with Twilio or the carrier.

Use of Voice Functionality is subject to the obligation to pay applicable Usage Charges, Subscription Charges and other applicable charges stated on the relevant pricing page on the Site, 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 Functionality, 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. These Supplemental terms for Voice Functionality 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 Site, Zendesk may disable the phone numbers provided to You for the use of Voice Functionality, if, in Zendesk’s sole discretion, such numbers are substantially underused for thirty (30) days, or if Your subscription to Voice Functionality is otherwise suspended, terminated or canceled.

If you choose to enable Talk Partner Edition or the Voice Functionality 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, and represent and warrant that You have the right to transfer Service Data and Personal Data from the Non-Zendesk Services to Zendesk for processing in accordance with the Agreement. 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 information or documentation to purchase or use a phone number within the jurisdiction through the Voice Functionality. 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”), 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 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.

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

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 recommended to support or carry Emergency Calls/Texts and any such use is subject to the Emergency Calling/Texting terms set forth below; (b) We and Twilio 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 (i) Your (or 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 You (or Agents or End-Users); (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, robocalling, call spoofing and spam, such as the Telephone Consumer Protection Act, Telemarketing Sales Rule, 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.

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 a Zendesk Sell Voice customer is allegedly violating the restrictions in these Twilio Terms, Zendesk will reach out to such customers to cease the offending activity. If the 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 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 relevant Zendesk Sell Service Plan restrictions, 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 canceled.

Some jurisdictions may require that Your business have an address within the jurisdiction to purchase or use 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”), 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 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.

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/reach/ and https://support.zendesk.com/hc/en-us/articles/4408838896922-Reach-pricing-and-billing-FAQ). 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. For Zendesk Sell, Agents are referred to as Zendesk Sell Users. All references to "Agents" in the Agreement apply to Your Zendesk Sell users.

Zendesk reserves the right, at its sole discretion, to terminate any free Zendesk Sell accounts that have been inactive for one hundred and eighty (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) You are a micro-enterprise, small enterprise, or not-for-profit organisation and (iii) Zendesk provides You with Zendesk Sell Voice within the European Economic Area or the United Kingdom, You agree that the EECC Waivers shall apply to You (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. We expect to expand this availability to new countries as it is made available by our underlying provider, and 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 with 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 Your network or the network of our 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 Our 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 Subscriber 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 Your Service Plan allows You to use Zendesk bots (including the features formerly known as Zendesk Bots, Answer Bot, Article Recommendations, and Flow Builder), or any other features that reply to End-Users without human Agent involvement (collectively, "Zendesk AI Agents"), the following Supplemental Terms apply:

Use of Zendesk AI Agents 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 applicable consumption allowance ("Allowance") stated on the relevant pricing page on the Site or in the incorporated Documentation. By using Zendesk AI Agents, You are agreeing to pay these fees. Usage Charges and Allowances may be revised by Zendesk at any time. Any changes made to the list price of Usage Charges or to the metric for measuring Allowances 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.

As documented on the Site or within a Service Order, the Zendesk Service Plan that You purchase may entitle You 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 Subscribers on non-standard Subscription Terms, Your Usage Period will be annual; provided, however, that if Your Subscription Term is shorter than 12 months, Your Usage Period will be your Subscription Term.

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

If You exceed Your Allowance during the applicable Usage Period, You agree 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 Your subscription billing period (“Monthly Billing Period”); provided, however, that invoices below a minimum threshold may be accumulated and billed in subsequent months. If You are invoiced by Zendesk for the Services, the Pay-as-you-go Fees will appear on the applicable invoice, and You agree to pay such invoice in accordance with the terms of the Agreement. If You have authorized Zendesk to automatically charge Subscription Charges to Your credit card or other payment instrument, the Pay-as-you-go Fees will be automatically charged to Your credit card or other payment instrument.

If you expect to exceed Your Allowance during a Usage Period, You may purchase additional Automated Resolutions.

You may also cap Your usage of Zendesk AI Agents at Your Allowance. If You elect to cap your usage, the cap will take effect in Your next Monthly Billing Period (and cannot be applied to the current Monthly Billing Period).

Zendesk makes available a dashboard to help You track Automated Resolution usage (“Dashboard”). You acknowledge 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 Your usage.

For purposes of measuring Automated Resolutions, You understand 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 shall 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 Your Allowance. These methods may be adjusted by Zendesk when commercially reasonable, which may result in changes to your Automated Resolution usage.

If You use Zendesk AI Agents, 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.

Certain Zendesk products and features (including Zendesk Sunshine Conversations, Zendesk messaging, Live Chat Functionality, Ticketing System Functionality 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, Slack, and Apple Business Chat -- collectively, the “Non-Zendesk Messaging Platforms”). If You use the Messaging Integrations or otherwise make external API calls to Non-Zendesk Messaging Platforms through Zendesk (e.g., through bot builder), 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:

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 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 Ticketing System Functionality, Live Chat Functionality, 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, including by passing down mandatory usage charges levied by Non-Zendesk Messaging Platforms. 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. Additionally, if You use a WhatsApp Number to send proactive notifications, You will comply with Facebook’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 Policy and Commerce Policy linked to above.

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

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.

General Terms for all Sunshine Conversations Subscribers: 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 (including Your obligations in Section 2.5 of the Agreement) and these Supplemental Terms. Regardless of the type of your subscription, You are ultimately responsible and liable for all use of Sunshine Conversations that occurs in Your Account.

Use of Zendesk Sunshine Conversations may be subject to the obligation to pay applicable Usage Charges, platform fees and other applicable Subscription Charges as detailed on the Site and herein. By enabling or otherwise using Zendesk Sunshine Conversations, You are agreeing to pay all applicable Usage Charges related to Your or Your End-Users’ use of Zendesk Sunshine Conversations.

As documented on the Site or within a Service Order, the Service Plan that You purchase may entitle You to contact up to a specified number of monthly End-Users using the Sunshine Conversations Service (“MAUs”) and send a specified amount of attempted or sent text, multimedia, and structured messages to any supported Third Party Messaging Platform via the Sunshine Conversations Notification API “(Notification”). Additional MAUs and Notifications may be purchased if Your use exceeds Your MAU or Notification limit. For the avoidance of doubt, any Sunshine Conversations MAU generated to connect Ultimate to Zendesk will not be counted toward Your 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, Subscriber’s MAU and/or Notification volume is limited to the amount of MAUs and/or Notifications listed in the relevant documentation on the Site or on Your Service Order (the “Maximum MAUs and/or Notifications''). Should Subscriber incur usage in excess of the Maximum MAUs and/or Notifications at any time during the Subscription Term, Zendesk reserves the right to charge Subscriber Usage Charges equal to the list price of the amount of MAUs and/or Notifications actually incurred, or the overage rate specified in Your Service Order. Should Subscriber incur usage in excess of two (2) times the Maximum MAUs and/or Notifications for any three (3) months (whether or not consecutive) during the Subscription Term, Zendesk will give Subscriber a ninety (90) day grace period to bring usage in compliance with the Maximum MAUs and/or Notifications limit. If after that ninety (90) day period Subscriber’s use is not in compliance with such limits, Zendesk will increase Subscriber’s Maximum MAU and/or Notification amounts to reflect actual incurred maximum usage levels and charge Subscriber Usage Charges for that level of usage for the remainder of the Subscription Term (“True Forward”). Subscriber agrees to pay such revised True Forward Usage Charges. For the avoidance of doubt, True Forward billing shall not apply to customers whose Service Order specifies a specific overage rate or capped volume. Should Subscriber incur usage in excess of ten (10) times the Maximum MAU and/or Notification limits at any time during the Subscription Term, Zendesk may immediately suspend Subscriber’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 Subscriber’s End-Users exceeds fifty (50) messages per conversation in a given month (“Fair Use Cap”), Subscriber’s use shall be deemed to exceed reasonable expectations of use, and at Zendesk’s option, Subscriber shall either (a) pay Zendesk excess Usage Charges 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.

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 or Your End-Users’ 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 beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Zendesk 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.

For legacy standalone Sunshine Conversations customers, if Your 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. Zendesk Sunshine Conversations is also subject to certain product restrictions, including usage limits, as communicated to You on the Site.

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.

Brand Subscriber: If You are a Subscriber that 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 Subscriber), You are referred to herein as a “Brand Subscriber.” The Sunshine Conversations SDK is a “Service” under the Agreement, and Your use of the Sunshine Conversations SDK as a Brand Subscriber is governed by the terms of the Agreement.

ISV Subscriber: If You are a Subscriber that has purchased a subscription that permits You to re-distribute the Sunshine Conversations SDKs, You are referred to herein as an “ISV Subscriber.” Zendesk grants ISV Subscribers a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term of such Subscription, to (i) embed within Your 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 Your 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 on the Site. ISV Subscribers shall 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, including with respect to Sections 2.3 and 19 of the Agreement.

When ISV Subscribers 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 Platform and ISV Subscribers agree to comply with those terms and conditions, including:

For Facebook and Instagram: https://developers.facebook.com/terms;
For Twitter: https://developer.twitter.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 You are a Subscriber, whether a Brand Subscriber or an ISV Subscriber, that has purchased a subscription that permits You to modify the Sunshine Conversations SDK source code (“Source Code Access”), Zendesk grants You 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 You. If You have Source Code Access, You shall retain all right, title, and interest to any modifications, extensions, or derivative works of the Sunshine Conversations SDKs that You develop or have developed on Your behalf in compliance with the Agreement and these Supplemental Terms (the “Source Code Access Derivative Works”), and Zendesk shall retain all right, title and interest to the Sunshine Conversations SDK that it provides to You, 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, You will not assert, whether directly or indirectly, any of Your Intellectual Property Rights in or to the Source Code Access Derivative Works against Zendesk or any customers or clients of Zendesk, and agree 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 you are a Subscriber, whether a Brand Subscriber or an ISV Subscriber, that has purchased a subscription that permits You to white label the Sunshine Conversations SDK, Zendesk grants You 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 You.

Machine Learning Functionality

Zendesk provides certain artificial intelligence or machine learning functionality built on models trained on Zendesk customer experience data (“ML Functionality”). While most customers instruct Zendesk to train such functionality in order to improve the Services, you may opt-out of the use and training of ML Functionality by contacting Zendesk customer support and identifying the Zendesk subdomains you wish to be opted-out. Opt-out will not impact Your use of the Services.

If You use ML Functionality or instruct Zendesk to train such functionality, the following Supplemental Terms apply:

ML Functionality is based on probabilistic, automated outputs and should be evaluated for accuracy as appropriate for your use case, which may include employing human review of such output.

You acknowledge that certain ML Functionality may be deployed without human review, including directly engaging with End-Users. If You elect to turn on such ML Functionality, You will inform Your End-Users that they are interacting with an AI system, and ensure that Your use complies with applicable laws.

You agree to use ML Functionality in accordance with applicable laws. Further, You understand that ML Functionality 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 of making employment decisions. In the event you use or customize Zendesk software in a manner that is alleged to be inconsistent with applicable law, you will defend, hold harmless, and indemnify Zendesk against any third party claim arising from the foregoing.

OpenAI Functionality

Zendesk makes available certain generative AI functionality provided by OpenAI (“OpenAI Functionality”) which allows direct Customer access to OpenAI Functionality through the Services. OpenAI will not use Your Service Data to train or improve its models, or for any other purpose than to provide OpenAI Functionality. If You enable OpenAI Functionality, You understand and agree that: (a) You are solely responsible for Your (or Your Agents’ or End-Users’) operation of OpenAI Functionality; (b) You have reviewed and will comply with all OpenAI usage policies governing the use of OpenAI Functionality, including (as applicable) those set forth at https://openai.com/policies/usage-policies; (c) if Agents will use AI Functionality, You will disclose to Agents that they are interacting with an AI system; (d) if You use OpenAI Functionality to interact directly with End-Users, You will disclose to End-Users that they are interacting with an AI system; (e) Your use of OpenAI Functionality will comply with all applicable laws and regulations, including those governing the use of generative artificial intelligence; (f) OpenAI 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 You for any IP Claims arising out of Your use of OpenAI Functionality; and (h) You will defend, hold harmless, and indemnify Us from and against any third party claim arising from Your use of OpenAI Functionality in a manner inconsistent with these terms.

You understand that OpenAI 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 OpenAI Functionality.

You further understand that OpenAI Functionality is not currently covered under Zendesk's FedRAMP Tailored Certification, and that OpenAI may process inputs in any of their worldwide data centers. For more information about OpenAI, see: https://support.zendesk.com/hc/en-us/articles/6059285322522.

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 and Professional, in each case, when Subscriber maintains an active subscription to the Data Center Location Add-On with United States hosting location enabled
Help Center Functionality
Community Forum Functionality
Voice Functionality
Analytics Functionality
Sunshine Conversations Functionality
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 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, 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 Main Services 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.

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