By downloading or using the Zendesk Support SDK, You agree to the Zendesk Master
Subscription Agreement https://www.zendesk.co.uk/company/agreements-and-terms/master-subscription-agreement-2020-12-01/ and Application Developer and API License
Agreement https://www.zendesk.co.uk/company/agreements-and-terms/application-developer-api-license-agreement/ and
acknowledge that such terms govern Your use of and access to the Mobile SDK.

If You make any Contributions (defined below) to the Zendesk Core SDK, You hereby grant Zendesk a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or the Zendesk API or otherwise use and commercially exploit any Contributions. “Contribution” shall mean any work of authorship, including any modifications or additions to the Mobile SDK or derivative works thereof, that is submitted to Zendesk by You.

As of June 1, 2021 (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, 2021. If You are an existing Licensee, We are providing You with prior notice of these changes which will be effective as of July 1, 2021.

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 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 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.```
