LICENSE.txt

ZENDESK LABS LICENSE

THIS ZENDESK LABS’ LICENSE (THE “LICENSE”) CONSTITUTES A CONTRACT BETWEEN
YOU AND ZENDESK AND GOVERNS USE OF AND ACCESS TO THE ZENDESK LABS
SOFTWARE (AS DEFINED BELOW) BY YOU, AGENTS AND END-USERS WHETHER IN
CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE
SERVICE. ZENDESK LABS SOFTWARE IS NOT PART OF THE SERVICE AND YOUR USE IS NOT
COVERED BY THE MASTER SUBSCRIPTION AGREEMENT.
By accepting this License, or by accessing or using the Zendesk Labs Software, or authorizing or
permitting any Agent or End-User to access or use the Zendesk Labs Software, You agree to be bound by
the terms of this License. If You are entering into this License on behalf of a company, organization or
another legal entity (an “Entity”), You are agreeing to the License for that Entity and representing to
Zendesk that You have the authority to bind such Entity and its affiliates to the License, 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 this License, You must not accept
this License and may not use the Zendesk Labs Software.
Capitalized terms used, but not defined herein, have the meaning set forth in the Zendesk, Inc. (“Zendesk”)
Master Subscription Agreement (available at https://www.zendesk.com/company/customerspartners/#master-subscription-agreement)
(the “Master Subscription Agreement”). The software made
available herein constitutes “Zendesk Labs Software” which may be implemented to enable experimental
features or functionality to be utilized in connection with a subscription to the Service. During the
Subscription Term and subject to compliance by You, Agents and End Users with the License, You have
the limited right to access and use the Zendesk Labs Software for Your internal business purposes. Without
limiting the foregoing, Your right to access and use the Zendesk Labs Software may also be subject to
additional restrictions and policies implemented by Zendesk from time to time as will be communicated to
You in writing.

1. ACCESS TO ZENDESK LABS SOFTWARE
A high speed Internet connection is required for proper transmission of the Zendesk Labs Software. You
are responsible for procuring and maintaining the network connections that connect Your network to the
Zendesk Labs Software, including, but not limited to, “browser” software that supports protocols used by
Zendesk, including Secure Socket Layer (SSL) protocol or other protocols accepted by Zendesk, and to
follow procedures for accessing services that support such protocols. We are not responsible for notifying
You, Agents or End Users of any upgrades, fixes or enhancements to any such software or for any
compromise of data, including Your Data, transmitted across computer networks or telecommunications
facilities (including but not limited to the Internet) which are not owned, operated or controlled by
Zendesk. We assume no responsibility for the reliability or performance of any connections as described in
this section.

2. USE OF ZENDESK LABS SOFTWARE
You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or
otherwise commercially exploit or make the Zendesk Labs Software available to any third party, other than
authorized Agents and End Users in furtherance of Your internal business purposes as expressly permitted
by the Master Subscription Agreement; (b) use the Zendesk Labs Software to Process data on behalf of any
third party other than Agents or End Users; (c) modify, adapt, or hack the Zendesk Labs Software or
otherwise attempt to gain unauthorized access to the Zendesk Labs Software or related systems or
networks; (d) falsely imply any sponsorship or association with Zendesk, (e) use the Zendesk Labs
Software in any unlawful manner, including but not limited to violation of any persons’ privacy rights; (f)
use the Zendesk Labs Software to send unsolicited or unauthorized junk mail, spam, pyramid schemes or
other forms of duplicative or unsolicited messages; (g) use the Zendesk Labs Software to store or transmit
files, materials, data, text, audio, video, images or other content that infringes on any persons' intellectual
property rights; (h) use the Zendesk Labs Software in any manner that interferes with or disrupts the
integrity or performance of the Zendesk Labs Software and its components; (i) attempt to decipher,
decompile, reverse engineer or otherwise discover the source code of any software making up the Zendesk
Labs Software; (j) use the Zendesk Labs Software to knowingly post, transmit, upload, link to, send or store
any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the
Zendesk Labs Software to store or transmit any “protected health information” as that term is defined in 45
C.F.R. 160.103; (l) use the Zendesk Labs Software to knowingly post transmit, upload, link to, send or
store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious
Software”); or (m) try to use, or use the Zendesk Labs Software in violation of this License or the Master
Subscription Agreement.
You are responsible for compliance with the provisions of this License by Agents and End Users and for
any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the
foregoing, You are solely responsible for ensuring that use of the Zendesk Labs Software to store and
transmit Your Data is compliant with all applicable laws and regulations. You also maintain all
responsibility for determining whether the Zendesk Labs Software or the information generated thereby is
accurate or sufficient for Your purposes.
3. RISKS OF USING ZENDESK LABS SOFTWARE
Use of Zendesk Labs Software is subject to the following risks and conditions:
(a) the Zendesk Labs Software is not a component of the Service;
(b) the Zendesk Labs Software may not be in final form and may contain errors, design flaws or other
problems;
(c) the Zendesk Labs Software is not expected to function fully or adequately upon installation, and it is
expected and anticipated that further testing, modification and development may be necessary to make the
Zendesk Labs Software functional;
(d) it may not be possible to make the Zendesk Labs Software functional;
(e) use of the Zendesk Labs Software may result in unexpected results, loss of data, project delays or other
unpredictable damage or loss; and
(f) Zendesk is under no obligation to release and/or offer for sale commercial versions of the Zendesk Labs
Software, and Zendesk has the right to unilaterally abandon development or availability of the Zendesk
Labs Software at any time and without any obligation or liability to You. You further agree that Zendesk
shall have no obligation to correct any bugs, defects or errors in the Zendesk Labs Software or otherwise to
support or maintain the Zendesk Labs Software.

4. DISCLAIMER OF WARRANTIES
Zendesk Labs Software is provided “AS IS” and on an “AS AVAILABLE” basis, and Zendesk makes no
warranties as to the Zendesk Labs Software.
ZENDESK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE
OF DEALING OR USAGE OF TRADE RELATED TO THE ZENDESK LABS SOFTWARE, ITS
USE OR ANY INABILITY TO USE IT OR THE RESULTS OF ITS USE.

5. RELEASE
If You elect to utilize any Zendesk Labs Software, You are agreeing to release Zendesk from any claim
with regard to the Zendesk Labs Software, its operation, availability or its failure to operate or be
available. Without limiting the generality of the foregoing, You acknowledge and agree that neither the
use, availability nor operation of any Zendesk Labs Software shall be subject to any service level
commitment applicable to the Service.

6. INDEMNIFICATION
You will indemnify and hold Zendesk harmless against any claim brought by a third party against Zendesk
arising from or related to use of the Zendesk Labs Software by You, Agents or End Users in breach of this
License or the Master Subscription Agreement or matters which You have expressly agreed to be
responsible pursuant to the License or the Master Subscription Agreement; provided that Zendesk promptly
notifies You of the threat or notice of such a claim.

7. GOVERNING LAW
This License shall be governed by the laws of the State of California without regard to conflict of laws
principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and
state courts of the State of California, San Francisco County, for the purpose of resolving any dispute
relating to the License or access to or use of the Zendesk Labs Software by You, Agents or End Users.

8. DISTRIBUTION
Not for sharing or distribution without explicit authors approvals.
For approval contact:
Andrey Sarapulov / asarapulov@zendesk.com
Vladimir Avrov / vavrov@zendesk.com