Zendesk

The agreement has been substantially rewritten and restructured from a 23-section MSA into a 12-section "Zendesk Customer Agreement", with changes to effective dates, terminology (Subscriber→Customer), and many rights and obligations. Key changes include:

• Effective dates: New agreement effective August 1, 2025 for new customers and September 1, 2025 for existing customers (previously December 4, 2023 / January 4, 2024).
• Terminology: "Subscriber" is now "Customer"; references to "Service Order" now "Order Form"; "Non-Zendesk Services" now "Third-Party Products"; "Master Subscription Agreement" now "Zendesk Customer Agreement".
• Access rights: New Section 1.1 grants a non-exclusive, non-transferable, revocable right to access and use the Services (previously no explicit grant in this form).
• Early Access Program: Added as a separate feature (Section 1.2) subject to Early Access Terms rather than the Agreement.
• Updates and termination right: New Section 1.6 provides that if an update materially reduces overall functionality and Zendesk does not provide a reasonable alternative, Customer may terminate affected Services and receive a pro-rated refund of prepaid, unused charges (previously Zendesk only promised not to materially decrease functionality).
• Customer obligations: Expanded in Section 2.1, including obligation to notify Zendesk of unauthorized access; consent obligations for processing Service Data; and obligation to inform Agents about Privacy Notice rights.
• Prohibited uses: New Section 2.2 lists nine specific prohibitions (e.g., no competitive research/development, no removal of proprietary notices, no circumventing pricing/scope restrictions).
• Health Data: New Section 3.3 prohibits storing Health Data unless a Business Associate Agreement is in place; Customer responsible for HIPAA/HDS compliance configuration.
• Data retention/export: Section 3.4 allows export during and 30 days after Subscription Term; Zendesk no longer obligated to maintain deleted Service Data (previously 30-day post-termination export window, now includes during term).
• Payment: Section 4.2 states charges are non-cancelable and non-refundable; added reference to Storage Limits Policy; requires 30 days' written notice for downgrades (to revops@zendesk.com). Section 4.3 adds a payment dispute process requiring good-faith dispute before due date or within 30 days of invoice. Section 4.4 adds late payment interest and collection costs.
• Withholding tax: Section 4.6 now requires that withholding arrangements be established in the Order Form; otherwise, any withholding may be invalid. Receipt deadline remains 75 days.
• Reseller purchases: New Section 4.7 clarifies that fees are paid to Reseller; refunds go through Reseller.
• Suspension: New Section 7.5 expands suspension grounds, including overdue fees of 30+ days, Reseller non-payment, and security risks; suspension includes removing/disabling Agents and Service Data.
• Termination: Section 7.3 allows immediate termination for violation of User Content and Conduct Policy or Section 2.1(v) (compliance with laws).
• IP indemnity: Section 9.1 now covers "damages or costs finally awarded by a court" and settlement; added explicit exclusions for Customer modifications and inconsistent use; also states it is Customer's only remedy.
• Customer indemnity: Section 9.2 now broadly covers claims arising from Service Data or violation of the Agreement (previously limited to use in breach and IP claims regarding Subscriber Marks).
• Limitation of liability: Section 10.2 now applies to both parties' aggregate liability (previously only Zendesk's); excludes "Excluded Claims" which include payment obligations, confidentiality breaches (except data-related), indemnification obligations, IP infringement, and liability not limitable by law.
• Confidentiality: Definition of Confidential Information expanded to include non-public business/technical information regardless of marking; disclosure permitted to Affiliates and agents with confidentiality obligations.
• Governing law and notices: Address for notices changed from 989 Market Street to 181 Fremont Street, 17th Floor, San Francisco, California 94105. Email remains legalnotice@zendesk.com.
• Definitions: Many definitions added (e.g., Business Associate Agreement, Health Data, Excluded Claims, Storage Limits Policy, Early Access Terms, Reseller) while others removed (e.g., Agent Contact Information, Payment Agent, Sub-processor, Personal Data, etc.). The definition of Affiliate now specifically requires >50% voting rights/equity.
• Survival: Section 11.7 now broadly states all provisions that by nature survive will continue, replacing the specific list of surviving sections.
• Force majeure: New Section 11.8 explicitly excludes payment obligations from force majeure excuses and adds public health emergencies, war, etc.
• Order of precedence: Section 11.2 adds a hierarchy: Order Form/SOW > Supplemental Terms > DPA > Agreement.
• Online policy updates: Section 11.4 states updates to online/URL terms become effective upon publication unless otherwise noted.
• Export: Section 11.5 now includes representation that Customer, Affiliates, and personnel are not on restricted lists and are not in embargoed territories; prohibits export to restricted parties.

Overall, the agreement has been reorganized, with many substantive changes to rights, obligations, termination grounds, liability, and definitions.