LEGAL TERMS

Last Modified: 21 June, 2017

These terms of service (“Terms”) constitute a contract between you and the zendesk contracting party (as defined in section 18 below) and govern use of and access to the service and site by you, agents and end-users whether in connection with a paid subscription to the service or a free trial of the service.

By accepting these terms, or by accessing or using the service or site, or authorizing or permitting any Agent or End-User to access or use the service, You agree to be bound by these terms. If you are entering into these terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these terms for that entity and representing to Zendesk that you have the authority to bind such Entity and its Affiliates to these terms, in which case the terms “Subscriber”, “You”, “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If you do not have such authority, or if You do not agree with these terms, You must not accept these terms and may not use the service.

DEFINITIONS

When used in these terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:

Account

Means any accounts or instances created by or on behalf of subscriber or its agents within the service.

Affiliate

Means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where by “Control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

Agent

Means an individual authorized to use the service through your account as an agent and/or administrator as identified through a unique login.

API

Means the application programming interfaces developed and enabled by the Zendesk Contracting Party that permits subscriber to access certain functionality provided by the service, including without limitation, the REST API that enables the interaction with the service automatically through HTTP requests and the application development API that enables the integration of the service with other web applications.

Associated Services

Means products, services, features and functionality designed to be used in conjunction with the service but not included in the Service Plan to which you subscribed, including without limitation, integrations and applications created or developed by Zendesk or its affiliates and made available in the Zendesk Marketplace (available at https://www.zendesk.com/apps) which are expressly stated to be governed by these terms. For avoidance of doubt, neither the Zendesk Service nor the Zopim Service or any other product, service, feature or functionality that is expressly stated to be governed by any alternative license, agreement or terms of service shall be deemed an Associated Service.

Confidential Information

Means all information disclosed by you to the Zendesk Contracting Party or by the Zendesk Contracting Party to You which is in tangible form and labeled “Confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to the Zendesk Contracting Party’s security policies and procedures. For purposes of these terms, these terms as well as Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) was already known to the receiving party at the time of disclosure by the disclosing party; (ii) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (iii) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (iiii) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Directive

Means Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.

Documentation

Means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Zendesk Service or Zopim Service provided or made available by the Zendesk Contracting Party to you, Agents or End-Users through the site or otherwise.

End-User

Means any person or entity other than Subscriber or Agents with whom subscriber or its agents interact using the service.

Form

Means any of our generated service order forms executed or approved by you with respect to your subscription to a service, which form may detail, among other things, the number of Agents authorized to use the service under Your subscription to the service and the service plan applicable to your subscription to the service.

Other Services

Means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the service links to, or which you may connect to or enable in conjunction with the service, including, without limitation, other services which may be integrated directly into your Account.