By using or accessing the Marketplace as available in your account and www.zendesk.com/apps, you hereby agree to the Marketplace Terms of Use (the “Marketplace Terms”). As described in the Marketplace Terms, certain additional terms may apply to your use of the Apps (as defined in the Marketplace Terms). Each Party shall protect the other Party`s confidential information from unauthorized use, access or disclosure in the same manner that each Party protects its own Confidential Information, but with reasonable care. Except as expressly permitted in this Agreement, either party may use the other party`s Confidential Information only for the exercise of its respective rights and to perform its respective obligations under this Agreement, and may disclose such Confidential Information (a) exclusively to non-employee employees and/or service providers and contractors who need to know such Confidential Information and who the terms of the are obliged to prevent the misuse of this information. confidential information; (b) to the extent necessary to comply with an injunction or summons from an administrative authority or competent court; or (c) to the extent reasonably necessary to comply with applicable laws or regulations. Except for Zendesk`s Security Confidentiality Agreement (if signed by you), the provisions of this Section 5 will prevail over any non-disclosure agreement between the parties, and such non-disclosure agreement will no longer have force or effect with respect to the exchange of Confidential Information after the conclusion of this Agreement. To be clear, any exchange of Confidential Information prior to the signing of this Agreement will continue to be subject to such non-disclosure agreement. Zendesk Benchmark (as described here: www.zendesk.com/benchmark/) is enabled by default for your account. If you do not wish to participate in Zendesk Benchmark, you can opt out of the product by accessing the Zendesk Benchmark feature and disabling the Zendesk Benchmark feature. Zendesk Benchmark aggregates and anonymizes your agents` personal and service data and publishes that information, segmented by industry, geography, and other metrics, to provide qualitative insights about customer support metrics and other relevant information. Zendesk may use Zendesk Benchmark for Zendesk Group-specific marketing purposes to the extent necessary for our legitimate interest under applicable data protection legislation to develop and improve the Services and to provide you with more relevant content and service offerings.
“Zendesk Service Specific Terms” means the additional terms that apply to the use of various Services, as set forth in support.zendesk.com/hc/en-us/articles/360047508453. 7.2 Addendum to the California Consumer Privacy Act (CCPA). Zendesk`s CCPA addendum can be run here: www.zendesk.com/company/ccpa-addendum/. Upon performance by Subscriber, the CCPA Addendum is hereby incorporated into the terms of this Agreement by reference hereto. You agree that the Zendesk Group and third parties used by the Zendesk Group to help you provide the Services to you have the right to access your account and to use, reproduce, distribute, and display your agents` personal information to the extent necessary to provide, secure, or improve the Services. Any third-party service provider used by the Zendesk Group will only have access to your account if reasonably necessary to provide the Services and will be subject to (a) commercially reasonable confidentiality obligations that substantially comply with the standards described in Section 5; and (b) such third party`s consent to comply with data transfer restrictions applicable to personal data in Service Data in accordance with Section 7. The purpose of this Agreement is to determine the terms under which Subscriber may purchase Zendesk`s Services and Consulting Services as described in a Purchase Order or Statement of Work signed by you. This Agreement, including all order forms, attachments, additional terms, service descriptions, data processing agreements (“DPA”) and all Business Partnership Agreements (“BAAs”) (if any), constitutes the entire agreement between you and Zendesk with respect to the services and/or consulting services to be provided by Zendesk and supersedes all prior agreements. Agreements, declarations, proposals and representations, written or oral, between the parties.
In the event of any conflict or contradiction between the terms of the Agreement and the terms of any Purchase Order or Statement of Work, the terms of the Purchase Order or Service Description shall prevail. 12. Miscellaneous. These Terms and all operating rules established by us for the Sites constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms benefit the Zendesk Group, its affiliates, third-party content, and licensors, and each has the right to enforce and enforce these Terms directly or on its own behalf. No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any prior or subsequent breach or omission. If any part of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced by language that reflects the original purpose in a valid and enforceable manner. The enforceable sections of these Terms remain binding on the parties.
The section headings used here are for clarity only and have no legal significance. “Additional Feature(s)” means additional features (including features created by Zendesk Marketplace apps, Zendesk Labs apps, early access programs, or Beta Services) that are available or enabled through the Service but are not part of the Service. Additional features also include third-party services purchased and/or subscribed through an order form that are marked as resold by Zendesk and are subject to that third party`s alternative agreement. Additional features are purchased or activated separately and separately from your service plan and related services provided. 12.1 Each party represents and warrants to the other that (a) this Agreement has been properly performed and delivered and constitutes a valid and binding agreement enforceable against that party in accordance with its terms; (b) no approval or approval of any third party is required in connection with the performance, delivery or performance of this Agreement by that party; and (c) the performance, delivery and performance of the Contract does not violate the terms of any other agreement to which it is a party or otherwise bound. In addition to the limited license to your internal business purposes in Section 2 above, Zendesk grants Subscribers a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right and license during the Term to distribute the Sunshine Conversations SDK to Subscriber`s end users for paid subscriptions applicable to Sunshine Conversations only to allow End Users to: Develop features in their software that facilitate communication between these end users. other end users through the Sunshine Conversations SDK in accordance with the terms of this Agreement. Subscriber is responsible for (a) ensuring that such use complies with this Agreement and (b) End User`s entire use of the Sunshine Conversations SDK is subject to an End User License Agreement that protects Zendesk and the Sunshine Conversations Service from at least the terms of this Agreement. The Subscriber is ultimately responsible for any use of Sunshine Conversations that occurs on his account. 16.2 Entire Agreement.
This Agreement constitutes the entire Agreement and supersedes all prior agreements between you and Zendesk with respect to the subject matter hereof. .