Application Developer and API Agreement

As of June 1, 2022 (the, “Effective Date”), Zendesk, Inc., and its subsidiaries
(collectively, “Zendesk”) have updated this Application Developer and API
License Agreement (the, “Agreement”). If You are a new Licensee, then this
Agreement will be effective as of June 1, 2022. If You are an existing Licensee,
We are providing You with prior notice of these changes which will be effective
as of July 1, 2022.

By accepting this Agreement, either by accessing or using the API, or authorizing
or permitting any individual to access or use the API, You agree to be bound
by this Agreement. If You are entering into this Agreement on behalf of a company,
organization or another legal entity (an “Entity”), You are agreeing to
this Agreement for that Entity and representing to Zendesk that You have the
authority to bind such Entity and its Affiliates to this Agreement, in which
case the terms “Licensee”, “You”, “Your” or a related capitalized
term herein shall refer to such Entity and its Affiliates. If You do not have
such authority, or if You do not agree with this Agreement, You must not accept
this Agreement and may not access nor use the API.

1. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set
forth below. Capitalized terms utilized in this Agreement and not defined have
the meaning set forth in the Main Services Agreement, available here, or such
other applicable agreement between Licensee and Zendesk relating to its access
to and use of the Services (“Service Agreement”).

API: means an API and any accompanying or related documentation, source code,
SDKs, executable applications and other materials made available by Zendesk,
including, without limitation, through its Developer Website.

Applications: mean paid or unpaid web or other software services, applications,
or Themes developed by Licensee that utilize or interact with the API or otherwise
interact with the Services and are authorized to be Published pursuant to this
Agreement.

App Market: means any marketplace or other aggregator or public repository of
code or applications.

Intellectual Property Rights: means patents, inventions, copyrights, trademarks,
domain names, trade secrets, know-how and any other intellectual property and/or
proprietary rights.

Internal Use: means the use of the API in connection with Licensee’s subscription
to a Service for Licensee’s internal business purposes in accordance with
the Service Agreement.

Marketplace: means the marketplace or other aggregator or public repository
of code or applications provided and operated by Zendesk.

Paid Applications: mean any Application published by Licensee in which a Subscriber
pays Licensee and/or Zendesk for a license to use, access and/or deploy such
Application.

Payment Processor: means the third party payment processor that processes fees
related to a Paid Application.

Privacy Policy: means the Privacy Policy found here.

Publish/Published/Publishing: means the making of any Application available
to any Subscriber other than Licensee or for any purpose other than for use
by Licensee as a Subscriber for Internal Use.

Subscriber: means and refers to an individual or an Entity that has agreed to
a Service Agreement for use of our Services.

Themes: means Applications that allow Subscribers to present customized or non-default
appearances and functionality within Zendesk Guide or help center functionality.

2. PURPOSE AND LICENSE

2.1 This Agreement and any and all restrictions and policies implemented by
Zendesk from time to time with respect to the API as set forth in the Documentation
(“General API Policies”) govern Licensee’s rights to use and access the
API for the purpose of developing, implementing and Publishing Applications.
Licensee’s access to and use of the API for Internal Use is governed by the
Service Agreement and the General API Policies. This Agreement also governs
Licensee’s Publishing of Applications that do not utilize or interact with
the API, but otherwise interact with the Services.

2.2 Subject to this Agreement, including the restrictions set forth in Section
3, Zendesk grants to Licensee a non-exclusive, non-transferable, non-sublicensable,
worldwide, revocable right and license during the Term (as defined in Section
13) to: (a) use and make calls to the API to develop, implement and distribute
Applications solely for use by Subscribers in connection with the Services;
(b) use and display the Zendesk Marks only to identify that the Service Data
originates from the Services; and (c) market and sell Applications through the
Marketplace in accordance with this Agreement.

2.3 Licensee grants to Zendesk a non-exclusive, worldwide, fully paid-up, royalty-free
license, for as long as its Applications are Published to a Marketplace to:
(a) market, sell, distribute, use, perform, and display such Applications; and
(b) permit others to access, install, purchase and (in the case of downloadable
software applications) download such Applications through the Marketplace. Licensee
further grants to Zendesk a non-exclusive, worldwide, fully paid-up, royalty-free
license, during the Term, to use Licensee’s name, Application name(s) and
associated logos (collectively, “Licensee Marks”) solely to enable Zendesk
to exercise its rights and perform its obligations under this Agreement. Any
use of Licensee’s Marks shall be in accordance with Licensee’s reasonable
trademark usage policies if such policies are communicated to Zendesk.

2.4 Zendesk shall have, and Licensee hereby grants to Zendesk, a royalty-free,
fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual
license to implement, use, modify, commercially exploit, incorporate into any
of Zendesk’s products or services (including the Services and/or the API)
and/or otherwise use in any manner any suggestions, enhancement requests, recommendations
or other feedback Zendesk receives from Licensee.

3. RESTRICTIONS AND RESPONSIBILITIES

The licenses granted in Section 2 of this Agreement are explicitly conditioned
on Licensee’s adherence to the following restrictions and compliance with
its responsibilities as set forth herein.

3.1 Licensee must comply with all restrictions set forth in this Agreement,
the Privacy Policy, and the General API Policies in all uses of the API and
Service Data, and in Publishing Applications. Licensee must also comply with
all restrictions set forth in this Agreement and the Trademark Usage Guidelines
in all uses of Zendesk Marks. If Zendesk believes, in its sole discretion, that
Licensee has violated or attempted to violate any term, condition or the spirit
of this Agreement, the license afforded Licensee pursuant to this Agreement
may be temporarily or permanently revoked, with or without notice to Licensee.

3.2 In order to use and access the API, Licensee must obtain API credentials
(a “Token”) by becoming a Subscriber. Licensee may not share its Token with
any third party, shall keep such Token and all Login information secure, and
shall use the Token as Licensee’s sole means of accessing the API.

3.3 Licensee’s Applications shall not substantially replicate products or
services offered by Zendesk, including, without limitation, functions or clients
on platforms (such as iOS or Android) where Zendesk offers its own client or
function. Subject to the preceding sentence and the parties’ other rights
and obligations under this Agreement, each party agrees that the other party
may develop and publish applications that are similar to or otherwise compete
with such party’s applications. Applications may not use or access the API
or a Service in order to monitor the availability, performance, or functionality
of any of the API or a Service or for any similar benchmarking purposes.

3.4 Applications shall not, in any manner, display any form of advertising within
or connected to any Service Data received by any Subscriber, Agent or End-User.

3.5 Licensee is not permitted to Publish any Applications on any App Market
that is not Published in identical form on the Marketplace.

3.6 Licensee shall not, under any circumstances, through Applications or otherwise,
repackage or resell the Services, or any part thereof, API or Service Data.
Licensee shall not use or assist a third party in using the API or any Software
in such a way to circumvent the requirement for an individual Agent Login for
each individual who (a) leverages the Services to interact with End-Users; (b)
Processes data related to interactions with End-Users; or (c) absent a license
from Us otherwise, Processes data related to interactions originating from a
Non-Zendesk Service that provides functionality similar to functionality provided
by the Services and which would, pursuant to this Agreement, require an individual
Agent Login if utilizing the Services for such interaction. Further, Licensee
shall not use or assist a third party in using the API or any Software in such
a way to circumvent applicable Service Plan restrictions or Agent licensing
restrictions that are enforced in the Service user interface. Licensee is not
permitted to use the API or any Service Data in any manner that does or could
potentially undermine the security of the Services, the API, Service Data or
any other data or information stored or transmitted using the Services. In addition,
Licensee shall not, and shall not attempt to: (a) interfere with, modify or
disable any features, functionality or security controls of the Services or
the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent
any protection mechanisms for the Service or the API, or (c) reverse engineer,
decompile, disassemble or derive source code, underlying ideas, algorithms,
structure or organizational form from the Services or the API.

3.7 Licensee acknowledges that Licensee is solely responsible, and that Zendesk
has no responsibility or liability of any kind, for the content, development,
operation, support or maintenance of Applications. Without limiting the foregoing,
Licensee will be solely responsible for (a) the technical installation and operation
of its Applications; (b) creating and displaying information and content on,
through or within its Applications; (c) ensuring that its Applications do not
violate or infringe the Intellectual Property Rights of any third party; (d)
ensuring that Applications are not offensive, profane, obscene, libelous or
otherwise illegal; (e) ensuring that its Applications do not contain or introduce
Malicious Software into a Service, an API, any Service Data or other data stored
or transmitted using the Service; (f) ensuring that its Applications are not
designed to or utilized for the purpose of spamming any Zendesk subscribers,
Agents or End-Users; and (g) ensuring that its Applications do not violate any
applicable law or third party right.

3.8 Licensee will respect and comply with the technical and policy-implemented
limitations of the API and the restrictions of this Agreement in designing and
implementing Applications. Without limiting the foregoing, Licensee shall not
violate any explicit rate limitations on calling or otherwise utilizing an API.

3.9 Licensee shall not make any modifications to any Service Data, other than
as reasonably necessary to modify the formatting of such Service Data in order
to display it in a manner appropriate for the pertinent Applications.

3.10 In order to Publish and maintain a Paid Application on the Marketplace,
Licensee must (a) submit such Application to Zendesk for approval and listing
as a Paid Application; (b) sign up and register for an account with the Payment
Processor under the terms communicated to Licensee by the Payment Processor;
(c) maintain a relevant terms of service and privacy policy to govern Subscriber’s
use of the Paid Application; and (d) provide ongoing commercially reasonable
support to users, purchasers and/or Subscribers of the Paid Application.

3.11 Licensee acknowledges and agrees that Zendesk may, at its sole discretion,
initiate a refund related to any Purchase Fee (defined below) paid to Licensee
by Subscriber in connection with a Subscriber’s purchase of a Paid Application
in the event that Zendesk determines such a refund is appropriate. In addition,
Licensee acknowledges and agrees that any such refund shall be the exclusive
financial responsibility of Licensee. Without limiting any other rights afforded
Zendesk with respect to such refund, the parties acknowledge and agree that
any such refund may be processed through Payment Processor and taken out of
Licensee’s Payment Processor account and returned to Subscriber. Licensee
agrees that Zendesk shall not be responsible for and will not issue any refunds
out of its funds related to Licensee’s Applications for any reason, including
Licensee’s failure to support the Application.

3.12 Licensee agrees that Zendesk may perform periodic vulnerability assessments,
penetration testing and scanning (collectively, “Security Assessment”) of
any Application developed by Licensee, in accordance with the following principles:

(i) Security Assessments will be carried out in such a manner as to reasonably
avoid disruption in the use of the Application by Subscribers. Despite the foregoing,
Security Assessments may in rare cases cause downtime or other adverse effects
on the Application or Licensee’s systems;
(ii) Where possible and practicable, Zendesk shall provide notice to Licensee
no less than seven (7) days prior to the Security Assessment.

Licensee agrees to cooperate reasonably with such Security Assessments. Licensee
agrees that Zendesk, its employees, and contractors shall not be liable to Licensee,
Subscribers or any third party for damages or losses arising in connection with
Security Assessments performed in accordance with this Section 3.12. Zendesk
conducts such Security Assessments for its own benefit and Licensee may not
rely on, publicly disclose or promote the successful Application passage of
such evaluation. If the Application, in whole or in part, runs outside of Zendesk’s
systems, the Security Assessment may include remote application-level security
testing of the Application, and network-level security testing including a vulnerability
threat assessment. Zendesk may conduct such testing itself or through a third
party.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 To the extent Licensee’s Applications transmit Service Data outside a
Service, Licensee represents and warrants that Licensee has notified all users
of such Applications that their Service Data will be transmitted outside the
Service and that Zendesk is not responsible for the privacy, security or integrity
of such Service Data. Licensee further represents and warrants that to the extent
Licensee’s Applications store, process or transmit Service Data, neither Licensee
nor Licensee’s Application will, without appropriate prior user consent or
except to the extent required by applicable law (a) modify the content of Service
Data in a manner that adversely affects the integrity of Service Data; (b) disclose
Service Data to any third party; or (c) use Service Data for any purpose other
than providing the Application functionality to users of such Application. Licensee
shall maintain and handle all Service Data in accordance with privacy and security
measures reasonably adequate to preserve the confidentiality and security of
all Service Data and all applicable privacy laws and regulations, and in no
event less protective than the measures and policies set forth in the Privacy
Policy.

4.2 Licensee represents, warrants and covenants that (a) its Applications and
Licensee Marks, the use of such Applications by its users, and the activities
with respect to such Applications and Licensee Marks undertaken by Zendesk in
accordance with the terms of this Agreement, do not and will not violate, misappropriate
or infringe upon the Intellectual Property Rights of any third party; (b) Licensee
will comply with all applicable local, state, national and international laws
and regulations, including, without limitation, all applicable export control
laws, and maintain all licenses, permits and other permissions necessary to
develop, implement and Publish its Applications; (c) its Applications do not
and will not contain or introduce any Malicious Software into the Service, the
API, any Service Data, or other data stored or transmitted using the Service;
(d) its Applications are not designed to or utilized for the purpose of spamming
any Subscribers, Agents or End-Users; (e) it has all right, power and authority
to grant the licenses granted to Zendesk herein; and (f) it acknowledges Zendesk’s
right to charge transaction and/or listing fees as provided in Section 8 herein.

4.3 Licensee represents, warrants and covenants that it will include the mandatory
terms of service provisions listed in Section 4.4 below (“Mandatory Service
Terms”) in the terms of service (“App Terms of Service”) that govern use
of its Applications by Subscribers. Such Mandatory Service Terms are a minimum
set of provisions and Licensee may have more exhaustive App Terms of Service.
Licensee may change the term references to match the terms used in its App Terms
of Service.

4.4 Mandatory Service Terms:

(i) The Licensee is the licensor of the Application and Zendesk is not a party
to the App Terms of Service.

(ii) Except as otherwise limited by any App Terms of Service imposed or required
by the Licensee, Licensee grants Subscriber a perpetual, worldwide, non-exclusive,
non-transferable and non-sublicensable license to access, deploy, use and integrate
the Application in connection with Subscriber’s active Account for a Service.

(iii) Any information that Licensee collects, stores and processes from Subscriber
or the systems Subscriber uses to access or deploy the Application, including
Service Data, will be subject to the App Terms of Service, privacy notice, or
similar terms that the Licensor provides to Subscriber, and will not be subject
to the Privacy Policy.

(iv) Subscriber may not modify, reverse engineer, decompile or disassemble the
Application in whole or in part, or create any derivative works from or sublicense
any rights in the Application, unless otherwise expressly authorized in writing
by Licensor.

(v) Each of Subscriber and the Licensor shall maintain all rights, title and
interest in and to all its respective patents, inventions, copyrights, trademarks,
domain names, trade secrets, know-how and any other intellectual property and/or
proprietary rights (collectively, “IP Rights”). The rights granted to Subscriber
to use the Application under these App Terms of Service do not convey any additional
rights in the Application or Licensor Service, or in any IP Rights associated
therewith. Subject only to limited rights to access and use the Application
as expressly stated herein, all rights, title and interest in and to the Application
and all hardware, software and other components of or used to provide the Application,
including all related IP Rights, will remain with and belong exclusively to
the Licensor. Licensor shall have a royalty-free, worldwide, transferable, sub-licensable,
irrevocable and perpetual license to incorporate into the Application or otherwise
use any suggestions, enhancement requests, recommendations or other feedback
it receives from Subscriber.

-End of Mandatory Service Terms-

5. MODIFICATIONS

Licensee acknowledges and agrees that Zendesk may modify this Agreement, the
API, and the General API Policies, from time to time (a “Modification”).
Licensee will be notified of a Modification by one of the following methods:
(a) through notifications or posts on the Zendesk Developer Website; (b) through
notices sent through the Services, Zendesk’s Sites, or any other website owned
and operated by Zendesk; or (c) through a form of direct communication from
Zendesk to Licensee. Licensee further acknowledges and agrees that such Modifications
may be implemented at any time and without any notice to Licensee. Licensee
shall, within thirty (30) days from the date of first notice of any Modification(s)
(or such shorter period of time specified in the notice of the Modification(s))
(the “Conformance Period”) comply with such Modification(s) by implementing
and using the most current version of the API and making any changes to Applications
that may be required as a result of such Modification(s). Licensee acknowledges
that a Modification may have an adverse effect on Applications, including but
not limited to changing the manner in which Applications communicate with the
API and display or transmit Service Data. Zendesk shall have no liability of
any kind to Licensee or any user of Licensee’s Applications with respect to
such Modifications or any adverse effects resulting from such Modifications.
Licensee’s continued access to or use of the Services or API following the
Conformance Period shall constitute binding acceptance of the Modification(s)
at issue.

6. OWNERSHIP

Subject to the limited licenses expressly provided in this Agreement, nothing
in this Agreement transfers or assigns to Zendesk any of Licensee’s Intellectual
Property Rights in its Applications or Licensee’s Marks or other technology,
and nothing in this Agreement transfers or assigns to Licensee any of Zendesk’s
Intellectual Property Rights in the Services, the API, the Zendesk Marks, or
Zendesk’s other technology or the respective Intellectual Property Rights
in any Service Data of Zendesk or its Subscribers, Agents or End-Users.

7. SUPPORT

This Agreement does not entitle Licensee to any support for the Services or
the API, unless Licensee makes separate arrangements with Zendesk for such support.
Licensee is solely responsible for providing all support and technical assistance
to End-Users of its Applications and Subscribers who access, deploy and/or purchase
its Applications. Licensee acknowledges and agrees that Zendesk has no obligation
to provide support or technical assistance to the users of Applications and
Licensee shall not represent to any such users that Zendesk is available to
provide such support. Licensee agrees to use commercially reasonable efforts
to provide reasonable support to users of its Applications.

8. FEES

If Licensee submits a Paid Application, such application is approved by Zendesk,
and Licensee follows the required registration and listing steps contained herein
and as otherwise communicated to Licensee, then Licensee may list the Paid Application
on the Marketplace and charge Subscribers to purchase the Paid Application.
Fees collected from the sale of Licensee’s Paid Application (“Purchase Fees”)
must be processed through the Payment Processor account Licensee registered
for in connection with listing the Paid Application. Purchase Fees shall be
processed from the Subscriber to Licensee through the Payment Processor. Purchase
Fees shall be transferred to Licensee’s Payment Processor account pursuant
to the terms of the agreement entered into between Licensee and Payment Processor.
Zendesk reserves the right to charge fees to Licensee related to any aspect
of the Marketplace at its sole discretion either as indicated to Licensee at
time of listing of the Paid Application or upon ten (10) days’ notice to Licensee.
Continued listing of the Paid Application on the Marketplace after notice of
Zendesk’s collection of such fees, shall be deemed consent to the imposition
and collection of such charges.

9. CONFIDENTIALITY

Licensee may from time to time, gain access to Confidential Information. Licensee
may use Confidential Information only to the extent necessary to exercise its
rights under this Agreement. Subject to the express permissions set forth herein,
Licensee may not disclose Confidential Information to a third party without
the prior express consent of Zendesk, provided in writing or by email. Without
limiting any other obligation of Licensee under this Agreement, Licensee agrees
that it will protect Confidential Information from unauthorized use, access,
or disclosure in the same manner that Licensee would use to protect its own
confidential and proprietary information of a similar nature and in any event
with no less than a reasonable degree of care.

10. DISCLAIMER OF WARRANTIES

ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS
ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES
OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND ZENDESK EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ZENDESK DOES NOT WARRANT
THAT THE SERVICE OR API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR
FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE
OBTAINED BY YOU FROM ZENDESK OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LICENSEE’S INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES
AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE)
WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY
THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS
INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES
INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE
API OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ZENDESK’S
AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT,
SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF
THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.

11.3 Some jurisdictions do not allow the exclusion of implied warranties or
limitation of liability for incidental or consequential damages, which means
that some of the above limitations may not apply to Licensee. IN THESE JURISDICTIONS,
ZENDESK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
The limitations set forth in this Section 11 will survive and apply even if
any limited remedy specified in this Agreement is found to have failed of its
essential purpose.

12. INDEMNIFICATION

Licensee will indemnify and hold Zendesk harmless against any claim brought
by a third party against Zendesk arising from or related to any breach of an
obligation, representation, warranty, covenant or other provision of this Agreement
by Licensee or any matter which Licensee has expressly agreed to be responsible
pursuant to this Agreement.

13. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and will remain in effect
until terminated pursuant to this Section 13 (the, “Term”). Either party
may terminate this Agreement at any time, for any reason, or for no reason including,
but not limited to, if Licensee violates any provision of this Agreement. Any
termination of this Agreement shall also terminate the licenses granted to Licensee
hereunder. Upon termination of this Agreement for any reason, Licensee shall
cease using, and either return to Zendesk, or destroy and remove from all computers,
hard drives, networks, and other storage media, all copies of any materials
licensed pursuant to this Agreement and any Confidential Information in Licensee’s
possession, and shall certify to Zendesk that such actions have occurred. Sections
3, 4, 6, 8-16 and 18 shall survive termination of this Agreement.

14. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

14.1 Licensee may not, directly or indirectly, by operation of law or otherwise,
assign all or any part of this Agreement or Licensee’s rights under this Agreement
or delegate performance of Licensee’s duties under this Agreement without
Zendesk’s prior consent, which consent will not be unreasonably withheld.
Zendesk may, without Licensee’s consent, assign this Agreement to any Affiliate
or in connection with any merger or change of control of Zendesk or the sale
of all or substantially all of its assets provided that any such successor agrees
to fulfill its obligations pursuant to this Agreement. Subject to the foregoing
restrictions, this Agreement will be fully binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors and assigns.

14.2 This Agreement, together with any other incorporated agreements or policies,
constitutes the entire agreement among the parties with respect to the subject
matter of this Agreement. Either party’s failure to enforce at any time any
provision of this Agreement does not constitute a waiver of that provision or
of any other provision of this Agreement.

15. SEVERABILITY

If any provision in this Agreement is held by a court of competent jurisdiction
to be unenforceable, such provision shall be modified by the court and interpreted
so as to best accomplish the original provision to the fullest extent permitted
by law, and the remaining provisions of this Agreement shall remain in effect.

16. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship among
the parties.

17. NOTICE

All notices to be provided by Zendesk to Licensee under this Agreement may be
delivered as described in Section 5 above. Licensee must give notice to Zendesk
in writing by Courier or U.S. Mail to the following address: Zendesk, Inc.,
Attn: Legal Department, 989 Market St., San Francisco, CA 94103 USA. All notices
shall be deemed to have been given immediately upon delivery by electronic mail,
or if otherwise delivered upon receipt or, if earlier, two (2) business days
after being deposited in the mail or with a Courier as permitted above.

18. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, without
reference to conflict of laws principles. Any disputes under this Agreement
shall be resolved in a court of general jurisdiction in San Francisco County,
California. You hereby expressly agree to submit to the exclusive personal jurisdiction
of this jurisdiction for the purpose of resolving any dispute relating to this
Agreement or access to or use of the Services by You, Agents or End Users.