This Integration Agreement (“Agreement”) is made between Zendesk, Inc. and its affiliates, including without limitation Zopim Technologies Pte Ltd, (“Zendesk”) and You. By accepting this Agreement or by using the Integration (as defined below), You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement. The Integration made available to you pursuant to this Agreement may only be utilized and tested in association with a subscription to the Zendesk Service and/or the Zopim Service, as applicable to You (as those terms are defined in the Master Subscription Agreement available at https://www.zendesk.com/company/customers-partners/#master-subscription-agreement (the “MSA”)). By entering into this Agreement, You represent and warrant that You have the authority to bind the owner, and all Agents authorized under the account for the Zendesk Service or Zopim Service (the “Account”) to the Agreement. If the Account is owned, controlled or operated by or on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree to the terms herein, You must not accept this Agreement or use the integration. Capitalized terms used in this Agreement and not defined herein shall have the meaning set forth in the MSA.
You are being invited by Zendesk to access and use an integration developed by Zendesk that utilizes and interacts with the Zendesk API and the HubSpot Services in connection with Your Account (“Integration”). “HubSpot Services” means the web-based inbound marketing and sales applications, CRM, tools and platform that You have subscribed to or that HubSpot has otherwise made available to You. The HubSpot Services are provided by HubSpot, Inc. (“HubSpot”). The HubSpot Services are developed, operated, and maintained by HubSpot, accessible via http://www.hubspot.com, http://getsidekick.com or another designated URL, and include any ancillary products and services, including website hosting, that HubSpot provides to You. Zendesk shall retain sole and absolute discretion as to whether the Integration will be made available to You. You are not required to utilize or enable the Integration, but if you elect to do so, Your use of and access to the Integration shall be subject to the terms of this Agreement. Zendesk may charge for use and access to the Integration or may provide the Integration for no charge. Zendesk reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under this Agreement or after the Integration is incorporated into the Service.
2.1 You acknowledge and agree that in permitting access to and use of the Integration, Zendesk will be disclosing to You certain confidential, proprietary and/or trade secret information related to the Integration or Zendesk (the “Confidential Information”). Such Confidential Information shall include, without limitation, any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information or business plans, or reports made available to You.
2.2 You agree that You will not, without the express prior written consent of Zendesk, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (i) is or becomes generally available to the public through any means other than as a result of any act or omission by You; (ii) is rightfully received by You from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (iii) is independently developed by You without any reliance on any Confidential Information.
2.3 At the termination of this Agreement or at any time by request of Zendesk, You will return all Confidential Information in your possession to Zendesk. You also agree that You will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Integration or any Confidential Information.
You acknowledge that you shall have only a limited, nonexclusive, nontransferable, revocable, license to access and use the Integration in connection with an Account that You control to test its functionality and provide Feedback to Zendesk as requested. Your license to access and use the Integration may be revoked at any time at the sole discretion of Zendesk.
You may provide Zendesk with suggestions, recommendations and other feedback as to the usefulness and functionality of the Integration (“Feedback”). Zendesk shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Integration, Zendesk Service, Zopim Service, or otherwise use, any suggestions, enhancement requests, recommendations or other Feedback Zendesk receives from You, Agents or End Users.
Either party may terminate this Agreement upon written notice to the other party at any time on ten (10) days written notice (email sufficing). If not earlier terminated, Your obligations and rights pursuant to Section 3 shall terminate upon termination of this Agreement; provided that the foregoing shall not limit Zendesk rights pursuant to Section 3 as related to any Feedback provided before or after such termination. Sections 2, 5, 6, 7, 8, 9, 10, 11, 12 and 13 and all obligations thereunder, shall survive any termination of this Agreement.
Zendesk maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to access and use the Integration under this Agreement do not convey any additional rights in the Integration, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Integration as expressly herein, all rights, title and interest in and to the Integration and all hardware, software and other components of or used to provide the Integration, including all related Intellectual Property Rights, will remain with and belong exclusively to Zendesk.
7.1 The Integration may contain defects which may be material and are not expected to operate at the level of performance or compatibility of a final product offering. The Integration may not operate correctly and may be substantially modified or withdrawn at any time. Access to and use of the Integration by You is entirely at Your own risk. In no event shall Zendesk be liable for any damage whatsoever arising out of the use of or inability to use the Integration, even if Zendesk has been advised of the possibility of such damages. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE INTEGRATION.
7.2 ZENDESK MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE INTEGRATION AND THE SECURITY OF SERVICE DATA USED IN THE INTEGRATION. ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
You agree to indemnify and hold Zendesk and its affiliates harmless from any losses (including attorneys fees) that result from any claims by You or any third party related to Your access to and use of the Integration and the HubSpot Services, any act or omission by You or any Agent in violation of this Agreement or any claims by a third party regarding use and disclosure of Personal Data.
You hereby grant Zendesk and HubSpot a nonexclusive, worldwide, fully paid-up, royalty-free license, for the term of this Agreement, to use Your name and associated logos (collectively, “Your Marks”) to enable Zendesk and HubSpot to exercise its rights and perform its obligations under this Agreement and allow Zendesk and HubSpot to publicize and otherwise market Your use of the Integration in any medium. Any use of Your Marks by Zendesk shall be in accordance with Your reasonable trademark usage policies if such policies are communicated to Zendesk. Zendesk shall have no control over or liability resulting from HubSpot’s use of Your Marks.
You hereby grant Zendesk, HubSpot and Heroku the right to access, use and process Your Data, which may include the Personal Data of your Agents and End-Users, as needed to, as applicable, provide the Service, Integration and HubSpot Service. In Your use of the Integration, Zendesk will make Your Data available to HubSpot and Heroku and Your Data will be transferred to, shared with and/or processed by HubSpot and Heroku. Use of the HubSpot Service will be subject to the terms of service agreed to between You and HubSpot for use of the HubSpot Services. Zendesk shall have no control over or liability resulting from Your use of the HubSpot Service or Heroku Service. You hereby consent to the transfer, sharing and/or processing of Your Data, which may contain the Personal Information of your Agents and End-Users, to HubSpot and Heroku. Additionally, You have obtained the consent of Your End-Users for the same.
All notices to be provided by Zendesk to You under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You on any Form; or (ii) electronic mail to the electronic mail address provided for Your Account owner. You must give notice to us in writing by Courier or US Mail to the following address: Zendesk, Inc., Attn: Legal Department, 1019 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.
This Agreement is to be governed by, construed and enforced according to the laws of the State of California, regardless of conflict of laws principles. The parties expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of San Francisco County, California for the purpose of resolving any dispute relating to this Agreement.
You may not assign this Agreement without the prior written consent of Zendesk. Subject to the foregoing, Agreement shall be binding upon the parties and their respective administrators, successors and assigns.
Failure of Zendesk to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Zendesk may amend this Agreement from time to time in which case the revised Agreement will supersede prior versions. Continued use of the Integration following the modification of the Agreement may be relied upon by Zendesk as your agreement to the modifications.