Zendesk maintains a program to provide customers with cutting-edge and useful technology integrations while managing billing directly with Zendesk for customer convenience.

Below, you’ll find the Zendesk Technology Partner Resell Terms (“Partner Terms”) applicable to each participant in this program. These Partner Terms apply directly between the Subscriber and the applicable Technology Partner(s) you selected.

The Technology Partner Services are Non-Zendesk Services provided by the respective Technology Partners. As Non-Zendesk Services subject to the Partner Terms between Subscriber and the Technology Partner(s), the Partner Terms, and not the Zendesk Main Services Agreement, apply to the Subscriber's use of the Technology Partner Services, and Zendesk is not responsible for Subscriber or the Technology Partner obligations under the Partner Terms.

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SweetHawk - Standard Super Suite

Exhibit 1

Sweethawk Services Terms and Conditions

SWEETHAWK TERMS OF USE V2.0.0

SWEETHAWK TERMS OF USE
PARTIES
Sweethawk (“us”, we” or “our”)	Sweethawk Pty Ltd ACN 606 361 764
Address	Suite 632, 585 Little Collins Street, Melbourne VIC 3000
Representative	Name
	E-mail	support@sweethawk.com
Client (“you, “yours”)	As provided on the applicable Zendesk SOW.
AGREEMENT DETAILS
Commencement Date	As provided on the applicable Zendesk SOW.
Application	Sweethawk owns and operates a number of online applications that complement a user’s use of the Zendesk features and programs.
Subscription	As provided on the applicable Zendesk SOW
Fees	As provided on the applicable Zendesk SOW.
Special Conditions	The Client and Sweethawk have agreed for Sweethawk to provide access to the Application to the Client on the attached terms and conditions. This Agreement will commence on the Commencement Date and continue until terminated in accordance with this Agreement. During the subscription period, Sweethawk will from time to time audit the number of users (Zendesk Agents). Additional users will be charged at the Additional User fee rate, pro-rated, for the remainder of the Subscription Period and invoiced at the end of the subscription period or annual renewal.
AGREEMENT
The Client and Sweethawk have agreed for Sweethawk to provide access to the Application to the Client on the attached terms and conditions. Zendesk will process billing to Client pursuant to the applicable Zendesk SOW. This Agreement will commence on the Commencement Date and continue until terminated in accordance with this Agreement and/or the applicable Zendesk SOW.

TERMS AND CONDITIONS

1. Definitions

1.1. “Application” means any Sweethawk application acquired through our website located at https://sweethawk.com/zendesk or www.zendesk.com/apps.

1.2. “Confidential Information” means any information which is designated as confidential or which is of a confidential or sensitive nature, which is marked or denoted as confidential or which a reasonable person to whom that information is disclosed or to whose knowledge the information comes would consider confidential.

1.3. “Content” means anything that is uploaded or otherwise transmitted through the Application, and when it is introduced by you via the associated Zendesk ticket, it is your Content.

1.4. “Data Controller” means Sweethawk Pty Ltd otherwise referred to as “Sweethawk”, “us”, “we” or “our”.

1.5. “Data Processor” means any third party that we use to process your personal information.

1.6. “Fees” means the fees set out in the subscription package which applies to you from time to time.

1.7. “Intellectual Property” means all intellectual property rights (including, without limitation, all registered and unregistered copyright, designs, trade marks and patents) of any nature in any technology, trade secrets, information, software, program, inventions, designs, works and subject matter.

1.8. “Membership Data” means any information provided by you to us as required to access or use the Application.

1.9. “Third Party” means an entity other than us, our subsidiaries or You.

1.10. “User” means any person who accesses the Application, regardless of the nature of that access whether that party is or is not identified to us.

1.11. “You” means a User or any other person accessing the Application.

1.12. “Zendesk” means Zendesk, Inc., a Delaware corporation, and any of its applicable affiliates, which processes billing for your subscription to the Sweethawk Application ordered by You under this Agreement pursuant to a Zendesk SOW.

1.13. “Zendesk SOW” means the statement of work issued by Zendesk to You that sets forth, without limitation, the service plan, Fees, and term of your subscription to the Sweethawk ordered by You under this Agreement.

1.14. “Zendesk Website” means the website located at www.zendesk.com.

2. Use of the Application

2.1. We grant you a non-exclusive, non-transferable licence to use the Application in accordance with this Agreement.

2.2. The Application may contain links to other websites and may contain Content added by Third Parties. We do not endorse, sponsor or approve any such User generated content or any content available on any linked website. We expressly disclaim all liability for any Content transmitted through the Application, or otherwise transmitted to any User by any other means, or by any person, including your reliance on such Content.

2.3. You acknowledge and agree that the Application may not operate on a continuous basis and may be unavailable from time to time (including for maintenance purposes). Provided, however, that we represent and warrant that the Application will achieve a monthly availability percentage of at least 99.9% in any calendar month (i.e., max forty-three (43) minutes downtime per month) during the term of this Agreement; and planned maintenance/downtime shall be limited to under four (4) hours in a given month (“Scheduled Downtime”) and we will provide at least seven (7) days’ advanced written (email acceptable) notice to you and Zendesk, where applicable, of such Scheduled Downtime.

2.4. You must not directly or indirectly:

(a) use the Application to create any service, software or documentation that performs substantially the same functionality as the Application;

(b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Application; or

(d) adapt, combine, create derivative works of or otherwise modify any Application.

3. User Conduct

3.1. By entering into this Agreement, you are representing to us that you:

(a) have the capacity to accept this Agreement;

(b) will provide, or have provided, and will maintain and promptly update the Membership Data and ensure that information provided is accurate, current and complete.

3.2. You must not use the Application for any illegal, immoral or unethical purpose.

3.3. You must not knowingly directly or indirectly:

(a) interfere or attempt to interfere with the proper working of the Application or any activities conducted on the Application;

(b) bypass any privacy settings or measures we may use to prevent or restrict access to the Application; or

3.4. You must not use the Application for the purpose of transmitting any Content that:

(a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, sexist, threatening, violent, offensive, abusive, vulgar, profane, indecent, unlawful, harassing, or otherwise objectionable to us or other Users of the Application, including any Content which is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation and/or any physical or mental disability;

(b) exploits another person in any manner;

(d) advertises services for non-individuals or for any other reason which is not aligned to the purposes for which the Application is intended;

(e) violates or infringes anyone's intellectual property rights; or

(f) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

3.5. You are solely responsible for the Content and all activities that occur while using the Application.

3.6. If you misuse the Application in contravention of this Agreement, we may, at our sole discretion, restrict, suspend or disable your access to the Application.

4. Your Content

4.1. We will only use your Content to provide you with the use of the Application, or as may be required to comply with any applicable law, legal requirement, police investigation or request from a Government authority.

4.2. Subject to clause 4.4 and any complaint made against you, we will only record and store your Content to provide you with and improve your use of the Application. For the avoidance of doubt, we will not:

(a) store any of your data other than the specific field requested by you and the associated Zendesk ticket (i.e. we will not passively or automatically read your Zendesk data); or

(b) write any of your Content to Zendesk other than as necessary to provide you with the use of the Application.

4.3. We reserve the right to disclose any information as necessary to satisfy any applicable law, legal requirement, police investigation or request from a Government authority.

4.4. We will promptly delete any and all copies of your Content following the earlier of:

(a) when it is no longer needed to provide you with the use of the Application; or

(b) upon your written request.

4.5. For further information, please read our Privacy Policy.

4.6. To the extent applicable to your use of the Application, the Parties agree to the Data Processing Addendum available at https://sweethawk.com/dpa, which shall be entered into and incorporated into this Agreement by reference.

4.7. We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of all content, materials, data (including Content and personal data), and non-public information provided or made available by you, including as provided under Exhibit A, attached hereto.

5. Payment

5.1. All Fees and payment information will be set forth on the applicable Zendesk SOW, and billing under this Agreement will be processed by Zendesk.

6. Confidential Information

6.1. You agree to keep the Confidential Information confidential and only use or disclose such information for the purposes as authorised by the owner of the Confidential Information.

6.2. The party who receives Confidential Information from the other party must not without the prior written consent of the other party:

(a) use it except in performing its obligations under this Agreement or as otherwise specified in this Agreement; or

(b) disclose it to any person except those of its Personnel and then only to those Personnel who need to know the same and who agree to be bound by these obligations of confidentiality.

6.3. The obligations of confidentiality in clause 6.1 will not apply to information which:

(a) is generally available in the public domain except where such availability is as a result of a breach of this Agreement;

(b) was known prior to the disclosure of the information by you; or

7. Intellectual Property Rights

7.1. Nothing in this Agreement constitutes a transfer of any Intellectual Property rights. You acknowledge and agree that, as between you and us, we own all Intellectual Property rights in the Application and any supporting materials or documents we provide to you. You own all Intellectual Property rights in Your Content.

7.2. You must obtain express written permission from us if you wish to reproduce any aspect of the Application or other Intellectual Property owned by us.

7.3. You grant to us the ability to use and incorporate into our business any general suggestions, enhancement requests, Content, recommendations or other feedback provided by you.

8. Termination and Suspension

8.1. We may suspend or terminate you, or any of your User’s, from using the Application by providing you written notice (such notice to take immediate effect) if, in we determine in our sole discretion, one or more of the following events has occurred:

(a) Fees that have become payable in accordance with the applicable Zendesk SOW are not paid in accordance with this Agreement;

(b) you are in breach of any of its obligations under this Agreement; or

8.2. If your right, to use and access the Application is suspended then you must continue to pay the Fees as provided under the applicable Zendesk SOW during the period of suspension.

8.3. If this Agreement is terminated, then you will remain liable to pay Zendesk all outstanding Fees.

8.4. We reserve the right to change or discontinue any feature on the Application or the Application in whole or in part at any time at our sole discretion; provided that we will provide you with at least six (6) months’ advance notice of any feature end of life or deprecation.

8.5. You may terminate this Agreement for cause by providing written notice to us of a material breach of this Agreement, and if we do not remedy such breach within thirty (30) days from the date of receipt of notice.

9. Limitation of Liability

9.1. Neither party shall be liable to one another in respect of any lost profits, lost sales, or any indirect, punitive, incidental, special, exemplary or consequential damages including, but not limited to, loss of business, revenue, profits and goodwill incurred in connection with this agreement and use of the Application. Nothing in this Agreement excludes any liability which cannot be excluded by applicable law.

9.2. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.

9.3. To the extent permitted by law, our aggregate liability for breach of contract or indemnity given under this Agreement shall not exceed the Fees paid by you during the twelve (12) months prior to the event or occurrence giving rise to such liability.

9.4. These limitations do not apply for any loss or damage suffered by you resulting from our gross negligence or willful misconduct or violation of applicable laws.

10. Disclaimer of Warranties

10.1. Except as otherwise expressly provided in this Agreement, you acknowledge that we make no other representation or warranty regarding:

(a) that your access to the Application (including any payment platforms on the Application) will be, timely, secure, uninterrupted and/or error-free;

(b) that the Application will be compatible with any non-Zendesk, third-party features or programs associated with the Zendesk Website;

(d) that the Application or the server which stores and transmits the Application to you are free from viruses or any other harmful components.

11. Assumption of Risk

11.1. You agree and understand that you assume all risks when using the Application, including without limitation any and all of the risks associated with any online or offline interactions with other Users and Third Parties and all risk for any damage to your computer system or loss of data.

12. Indemnification

12.1. You agree to indemnify, and continually indemnify, us (including legal costs on a full indemnity basis) in relation to all claims and actions brought by a third party against us arising from or related to:

(a) your use of the Application in breach of this Agreement; or

(b) your Content infringing a third party’s intellectual property rights.

12.2. We will indemnify you against any third party claim resulting from a breach of our obligations in this Agreement caused by our gross negligence.

12.3. We may modify, limit, suspend or terminate the Application (or any of them) (without any liability) in response to a claim by any person for Intellectual Property infringement in connection with our supply of the Application.

13. General

13.1. This Agreement prevails in the event that anything in, or associated with the Application is inconsistent with this Agreement.

13.2. If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

13.3. This Agreement and any contract to which they apply shall be governed by the laws of Victoria, Australia and are subject to the jurisdiction of the courts of Victoria, Australia.

13.4. Our failure to enforce any provision of this Agreement shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.

13.5. Either party may provide any notice required under this Agreement by sending an email to the other party’s representative.

13.6. This Agreement may only be amended through a written document mutually signed by on behalf of each of the Parties.

13.7. This Agreement, together with the Privacy Policy and Data Processing Addendum, constitute the entire agreement between you and us and supersede any prior versions of this Agreement and all other communications whether oral or written, express or implied.

13.8. If you wish to cancel your Subscription, but still use our Application, you will be bound by our Terms of Use [https://sweethawk.co/terms] and this Agreement will be terminated.

Exhibit A – Information Security Measures

Sweethawk warrants and represents that it shall use commercially reasonable efforts to implement and maintain the security measures detailed below to keep all content, materials, data (including personal data) and non-public information provided or made available by Client (collectively, “Data”) secure and protect Data against unauthorized or unlawful processing, accidental loss, destruction or damage, as further set forth below. In doing so, Sweethawk will act in good faith and diligence, using reasonable care and skill.

Definitions:

“Process” means any operation in relation to Data irrespective of the purposes and means applied, including, without limitation, access, collection, retention, storage, transfer, disclosure, use, erasure, destruction, and any other operation.
“Breach” means any (a) unauthorized Processing of Data or (b) any act or omission that compromises or undermines the physical, technical, or organizational safeguards put in place by Sweethawk regarding Processing Data or otherwise put in place to comply with these requirements. For the avoidance of doubt, “unauthorized Processing” includes, but is not limited to: misuse, loss, destruction, compromise, or unauthorized access, collection, retention, storage, or transfer.
“Incident” means any impairment to the security of Data including any (i) act that violates any law or any Sweethawk security policy, (ii) unplanned service disruption that prevents the normal operation of the Application, or (iii) Breach.

Measures: Technical and organizational measures for the storage, handling, and disposal of and Data.

Sweethawk will utilize industry standard encryption algorithms and key strengths to encrypt the following:
- Encrypt all Data that is in electronic form while in transit over all public wired networks (i.e. Internet) and all wireless networks.
- Encrypt all Data while in storage. “In Storage” means information stored in databases, in file systems, and on various forms of online and offline media (Mobile devices, laptops, DASD, tape, etc.) and is also commonly referred to as “at rest.”
- Except where prohibited by law, Sweethawk will promptly remove Data upon (a) completion of the services; or (b) request by Client or Zendesk to be removed from Sweethawks’s environment, and destroy it within a reasonable timeframe, but in no case longer than twenty-one (21) days after the date of request or cessation of services. Sweethawk will provide Client or Zendesk with a written certification regarding such removal, destruction, and/or cleaning within thirty (30) days of such occurrence.

Measures: Malicious Code Protection.

All workstations and servers (virtual or physical) will run the current version of industry standard anti-virus and/or anti-malware software with the most recent updates available on any workstation or server. Virus definitions must be updated promptly upon release by the anti-virus software provider. Sweethawk will configure equipment and have supporting policies to prohibit users from disabling antivirus software, altering security configurations, or disabling other protective measures put in place to ensure the safety of Data or Sweethawk’s computing environment.
Sweethawk will scan incoming and outgoing content for malicious code on all gateways to public networks including email and proxy servers.
Sweethawk will quarantine or remove files that have been identified as infected and will log the event.

Measures: Technical and organizational measures for access control, especially to control the legitimacy of authorized entrants to the facilities and systems where Data may be accessed:

Sweethawk ensures measures are taken to secure the premises (for example, securing entries and exits) as well as measures within its building through the use of the following procedures:
security and encryption of all personal computers or other mobile devices that may access Data;
limited access to employees and contractors except for authorized visitors;
identification of the persons having access authority;
restriction on keys;
visitors books (including timekeeping); and
security alarm system or other appropriate security measures.

Sweethawk will revoke access to physical locations, systems, and applications that contain or process Data within twenty-four (24) hours of the cessation of such authorized agent’s need to access the system(s) or application(s).

Measures: Technical (password / password protection) and organizational (user master record) measures concerning user identification and authentication:

Sweethawk shall inform Client upon its reasonable request which authorized persons are entrusted with access to Data.

User control shall include the following measures:

restricted VPN profile;
implementation of 2-factor authentication

Access control to Data shall include the following measures:

effective and measured disciplinary action against individuals who access data without authorization.

Measures: Technical and organizational measures concerning the security of networks (including wireless networks) utilized by Sweethawk.

All network controls shall include the following measures:

On a regular basis, Sweethawk will run internal and external network vulnerability scans. Vulnerabilities identified will be remediated in a commercially reasonable manner and timeframe based on severity.
Sweethawk will deploy reasonably appropriate firewall technology in operation of its networks.
At a minimum, Sweethawk will review firewall rule sets quarterly to ensure that legacy rules are removed and active rules are configured correctly.
Sweethawk will deploy intrusion detection or prevention systems in order to monitor networks for inappropriate activity.
Sweethawk shall deploy a log management solution and retain logs produced by firewalls and intrusion detection systems for a minimum period of one (1) year.

Wireless network controls shall include the following additional measures:

Network access to wireless networks should be restricted only to those authorized.
Access points shall be segmented from an internal, wired LAN using a gateway device.
The service set identifier (SSID), administrator user ID, password and encryption keys shall be changed from the default value.
Encryption of all wireless connections will be enabled using industry standard encryption algorithms. Encryption protocols will be based on “Wireless Protected Access” (WPA2) or stronger.

Measures: Sweethawk will maintain an Incident response function capable of identifying, mitigating the effects of, and preventing the recurrence of Incidents. If an Incident occurs, Sweethawk will (i) promptly take all necessary steps to prevent any further compromise of Data or any future Incidents; (ii) notify Client within twenty-four (24) hours of the Incident being identified and provide a written report within three (3) days thereafter; and (iii) respond promptly to any reasonable request from Client for detailed information pertaining to the Incident. Sweethawk’s notice and report will contain a description of the nature of the Incident, its impact, and any investigative, corrective, or remedial actions taken or planned.

Measures: Business Continuity & Disaster Recovery. Sweethawk has provided Client commercially reasonable and industry standard business continuity plan to maintain availability of the Service (the “Continuity Plan”). The Continuity Plan does and shall include, but is not limited to, elements such as (a) crisis management, plan and team activation, event & communication process documentation; (b) event management, business recovery, alternative site locations, and call tree testing; and (c) infrastructure, technology, and system(s) details, recovery activities, and identification of the people / teams required for such recovery. Sweethawk shall maintain such Continuity Plan throughout the term of all subscriptions; provided that Sweethawk shall have the right to modify or amend the Continuity Plan provided such modification or amendment does not have a material adverse effect on Sweethawk ability to maintain availability of the Service.

At Client’s request Sweethawk shall make commercially reasonable modifications to its information security program or to the procedures and practices thereunder to conform to Client’s baseline security requirements as outlined in all applicable exhibits to the Agreement and as they exist from time to time. Client shall provide Sweethawk with documentation of such baselines, which shall be part of Client’s confidential information under the Agreement. Sweethawk shall develop a written information security plan for Client containing, at a minimum, the topics called for in this agreement.

SweetHawk - Enterprise Super Suite

Sweethawk Services Terms and Conditions

SWEETHAWK TERMS OF USE V2.0.0

SWEETHAWK TERMS OF USE
PARTIES
Sweethawk (“us”, we” or “our”)	Sweethawk Pty Ltd ACN 606 361 764
Address	Suite 632, 585 Little Collins Street, Melbourne VIC 3000
Representative	Name
	E-mail	support@sweethawk.com
Client (“you, “yours”)	As provided on the applicable Zendesk SOW.
AGREEMENT DETAILS
Commencement Date	As provided on the applicable Zendesk SOW.
Application	Sweethawk owns and operates a number of online applications that complement a user’s use of the Zendesk features and programs.
Subscription	As provided on the applicable Zendesk SOW
Fees	As provided on the applicable Zendesk SOW.
Special Conditions	The Client and Sweethawk have agreed for Sweethawk to provide access to the Application to the Client on the attached terms and conditions. This Agreement will commence on the Commencement Date and continue until terminated in accordance with this Agreement. During the subscription period, Sweethawk will from time to time audit the number of users (Zendesk Agents). Additional users will be charged at the Additional User fee rate, pro-rated, for the remainder of the Subscription Period and invoiced at the end of the subscription period or annual renewal.
AGREEMENT
The Client and Sweethawk have agreed for Sweethawk to provide access to the Application to the Client on the attached terms and conditions. Zendesk will process billing to Client pursuant to the applicable Zendesk SOW. This Agreement will commence on the Commencement Date and continue until terminated in accordance with this Agreement and/or the applicable Zendesk SOW.