Zendesk reseller agreement worldwide template_dec_1_14[3]

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ZENDESK RESELLER PROGRAM AGREEMENT
This Zendesk Reseller Program Agreement (the "Agreement") is made as of the last date marked in the signature page below (“Effective Date”), by
and between Zendesk, Inc., including all of its Affiliates, a Delaware Corporation with offices at 1019 Market Street, San Francisco, CA 94103
(“Zendesk,” “We, ”Us” and their derivatives) and DHMM Participaties B.V., a company with limited liability with its principal place of business at
Ravenbos1, 4861 EG Chaam , the Netherlands. (“Partner,” or “You”, “Your” and their derivatives). Each of Zendesk and You may sometimes be
referred to herein as a “Party” and together, “Parties.”
Background:
A. You seek to participate in the Zendesk Partner Program described in this Agreement and resell the Services listed on Schedule A (Program
Schedule) to the Agreement (the “Services”) under the Program to Your customers under the terms of this Agreement and subject to the Reseller
Terms (as defined below), as more specifically described in this Agreement (“Program”); and
B. Zendesk will grant You a license to participate in the Program under the following terms:
1. Definitions: Certain capitalized terms used in this Agreement shall
have the meaning assigned to them where defined, and the terms
defined in this Section 1 shall have the following meaning:
“Account(s”) means a Customer instance providing for use of a
Service by such Customer’s Agents other authorized users.
“Agent” means a single authorized user of a Service allocated to a
Customer.
"Affiliate(s)" means, with respect to a Party, any entity that directly
or indirectly controls, is controlled by, or is under common control
with such Party, whereby “control” (including, with correlative
meaning, the terms “controlled by” and “under common control”)
means thepossession, directly or indirectly, of the power to direct, or
cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract, or
otherwise.
“Confidential Information” means any non-public information or
data disclosed by either Party in any form (whether tangible, oral,
visual or a different form) that is marked or otherwise designated as
confidential or proprietary, or that should otherwise be reasonably
understood to be confidential in light of the nature of the information
and the circumstances surrounding disclosure. Without limiting the
foregoing, Confidential Information includes any information
regarding a Party’s business, customers, products, technology, know-
how, trade secrets, as well Partner Data, Zendesk Data, Content,
Customer Information and this Agreement. Notwithstanding the
foregoing, “Confidential Information” shall not include any
information which (a) is in the public domain through no fault of
receiving Party; (b) was known to the receiving Party, without
restriction or fault, prior to disclosure by the disclosing Party; (c) was
properly disclosed to the receiving Party, without restriction, by
another Person with the legal authority to do so; or (d) is
independently developed by the receiving Party without any use of or
reference to the disclosing Party’s Confidential Information.
“Content” means all content, in any form or format, created and
uploaded into any Services by Customers and End Users.
“Contract(s)” means one of more agreements among You and
Customers that initiate or renew annual subscriptions to access and
use the Services, on terms consistent with this Agreement, and
consistent with and incorporating the Reseller Terms. For purposes
of this Agreement, any renewal of a subscription for an existing
Customer shall be deemed a new Contract.
“Customer(s)” means Your customers who are physically located in
the Territory and acquire subscriptions to one or more Services
directly from You for their internal business purposes under
Contracts and not for licensing, sublicensing, sale, resale, rent, lease,
transfer, distribution of the Services or similar purposes. The term
“Customer(s)” as used herein shall not include any Persons
subscribing to the Services or any portion thereof through any other
channel.
“Customer Information” means the customer identifying
information and Service Subscription information provided in a
Form.
"Documentation" means the written or electronic documentation,
images, video and text specifying the functionalities of the Services
made available to You, Agents or End-Users; provided, however, that
Documentation shall specifically exclude any “community
moderated” forums related to the Services.
“End User(s)” means Persons with whom Your Customers transact
using the Services.
“Form” means a form completed by Partner with respect to each
Customer and attached to each Contract, which form shall include all
relevant Customer information relating to such Customer’s
subscription to one or more Services, including without limitation
business name, Service administrator(s) and Agent(s) information,
number of assigned subscriptions, Service plan(s) subscription(s),
business address, telephone numbers, relevant email addresses,
billing information and any other information requested by Zendesk
in its reasonable discretion. Form may be a physical form or
electronic portal/control panel as instructed by Zendesk to Partner
and may be different for different Services.
“Partner Data” means all data and other materials, including
marketing materials, instructions, documentation, technical
information and information involving Customers and End Users
generated, gathered and used by You in offering and providing the
Services.
“Partner Customer(s)” mean Customer(s) of whom Zendesk has no
prior record of activating the applicable Service (either through a trial
or paid subscription to such Service) and whose information is not, at
the time reported to Zendesk by Partner in accordance with Section
2(e), shown in Zendesk’s or its Affiliates customary business records
to be a prospect which has engaged or undertaken activity with

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Zendesk or its Affiliates with respect to any Service within the six
months prior to such referral.
“Partner Services” means other products and services that You offer
to Customers, which may be combined with the Services.
“Partner Technology” means technology (including software
(including Open Source Code), hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) owned
and/or used by You in providing the Partner Services.
“Person” means an individual, corporation, association, joint
venture, partnership, limited liability company, estate, trust,
unincorporated organization and any other entity or organization,
governmental or otherwise.
“Primary Currency” means the primary currency for which Fees are
charged by Zendesk in the Territory or such other currency agreed to
in writing by Zendesk and You.
“Intellectual Property Rights” means any registered and un-
registered rights in inventions, patent applications, patents, design
rights, copyrights, trademarks, service marks, trade names, domain
name rights, mask work rights, know-how and other trade secret
rights, and all other proprietary rights, derivatives thereof, and forms
of protection of a similar nature under any applicable Law anywhere
in the world.
“Laws” means, collectively, laws, statutes, ordinances, regulations
and other types of government authority.
"Open Source Code" means software available in source code and
licensed under any open source license which allows licensees to
copy, modify and redistribute source code.
“Program Schedule” means the schedule describing certain terms,
benefits and requirements among the Parties under this Agreement,
attached herein as Schedule A.
“Reseller Terms” means the particular Reseller Customer Terms of
Service relating to each Service and incorporated into all Your
Contracts, as identified for each Service on Schedule A, as may be
updated from time to time.
“Term” is the timeframe described in Section 10(a).
“Terms” means the relevant terms of service as identified for each
Service on Schedule A among Zendesk and its subscribers, as may be
amended by Zendesk from time to time in accordance with its terms.
“Territory” means all the countries and/or territories listed in the
Program Schedule.
“TM Guidelines” means Zendesk’s Trademark Usage Guidelines
(“Guidelines,” which can be found at
http://www.zendesk.com/company/tmguidelines) as updated by
Zendesk from time to time.
“Zendesk Data” means any data and other materials supplied or
made available to You by Zendesk or an Affiliate of Zendesk,
including but not limited to Documentation and information
describing Zendesk Technology.
“Zendesk Technology” means the Services and all of Zendesk’s
technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) owned by
Zendesk, or an Affiliate of Zendesk, and/or used in providing the
Services, and subsequent updates or upgrades of any of the foregoing.
2. Program Participation.
(a) Appointment. Subject to all terms and conditions set out in this
Agreement (including the Program Schedule), Zendesk hereby:
(i) Appoints You to the Program (and You hereby accept such
appointment), as an authorized reseller of subscriptions to the
Services; and
(ii) Grants You a limited, non-exclusive, terminable right as a
member of the Program, to resell subscriptions to access and use
the Services in the Territory during the Term, alone or in
combination with Partner Services as contemplated herein.
(b) Compliance. As a participant in the Program You expressly agree
to comply at all times with the Program requirements in this
Agreement, and with Zendesk’s guidelines and guidance to
Partners participating in the Program, including but not limited to
the rights granted herein, communications, designs, content,
attribution, Intellectual Property Rights, and all other aspects of
Services access, distribution and resale.
(c) Program Overview. Your appointment to the Program and
license allow you to:
(i) Market and offer subscriptions to the Services listed on
Schedule A (as may be amended by mutual agreement of the
Parties in writing, email sufficing) to potential Customers as a
standalone service or together with Partner Services, solely for
such Customers’ access and use of the Services for their own
internal business purposes and otherwise in accordance with the
Reseller Terms, and not for license, sublicense, sale, resale, rent,
lease, transfer, distribution or other purpose;
(ii) Charge Customers for resale of the Services only under
Contracts consistent with and incorporating the Reseller Terms
in all respects, and otherwise entered into in compliance with
Section 3 and other applicable provisions of this Agreement;
provided that Zendesk may reject any potential or actual
Customer at its sole discretion at any time;
(iii) Access the Services for demonstration or evaluation purposes;
(iv) Manage the contractual relationship with Customers during the
Term with respect to the Services, including Services
subscription renewals and expansions; and
(v) Participate in the Zendesk Referral Program (“Referral
Program”) pursuant to the Zendesk Referral Program
Agreement (“Referral Agreement”) attached as Schedule B to
the Agreement. The Parties activities in connection with the
Referral Program shall be governed exclusively by the Referral
Agreement and any agreement referenced therein (e.g. fees,
payment, authorized activities, etc.). The Parties shall evidence
their entering into the Referral Agreement by countersigning the
Referral Agreement attached as Schedule B.
(d) Program Obligations.
(i) You agree to use continuous commercially reasonable efforts to
market and promote the Services to potential Customers in the
Territory, and do so in cooperation with Zendesk. You are
responsible for creating any required marketing materials at
Your own cost and expense, in accordance with this Agreement
and the Guidelines.
(ii) You agree to only resell the Services under Contracts consistent
with and incorporating the Reseller Terms in all respects, as
approved by Zendesk at its discretion and in compliance with
the provisions of Section 3.

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(iii) You will report to Zendesk any Contract within five (5) business
days of entering such Contract with a Customer, which report
shall include and specify the Form and all Customer
Information. You will keep physical copies of all such
Contracts, maintain records of the lifecycle of all such
Contracts, and provide copies of the foregoing records to
Zendesk upon request. During the Term of each Contract, You
agree to update Form information as necessary in accordance
with changes to each Customer’s status and use of the Services.
(iv) You agree to treat all Confidential Information in accordance
with the terms of this Agreement and all applicable Laws. In so
doing You agree to implement policies and procedures to ensure
the continued treatment of Confidential Information as such
during the Term and thereafter.
(v) Zendesk will provide You reasonable means to commission the
Services to Customers upon Your reselling of Services to
approved Customers and receipt of Reseller Fees by Zendesk.
Thereafter, Zendesk shall make a continuous, commercially
reasonable effort to provide the Services to Customers pursuant
to the Reseller Terms and the Documentation, including, without
limitations, support service commensurate with support levels
provided to other Zendesk customers based in each case on the
Services plan licensed by such Customer. Zendesk and its
Affiliates may access Customers’ accounts information in order
to provide support services.
(e) Partner Customer Registration. As soon as practicable
following Your identification of a prospective Partner Customer,
You shall report such prospective Partner Customer to Zendesk
by clearly designating such Customer as a prospective Partner
Customer, which reporting format will include, without
limitation, the Form information. Following delivery of such
report, Zendesk shall, in good faith, determine whether any such
prospective Partner Customer meets the definition of a Partner
Customer. Any prospective Partner Customer so confirmed by
Zendesk as meeting such definition will be deemed a
“Registered Partner Customer” for purposes of this
Agreement. Zendesk agrees to use commercially reasonable
efforts to confirm whether a prospective Partner Customer
identified by You is deemed a Registered Partner Customer
within thirty (30) days of Your submission of the report
contemplated herein.
(f) Partner Questionnaire and Compliance Certification. You
agree to complete, and return to Zendesk, Zendesk’s Partner
Questionnaire and compliance certification within ten (10)
business days of the Effective Date or the date the materials are
supplied to You. Further, You agree to complete updated
compliance certifications as requested by Zendesk from time to
time.
(g) Parties’ Expenses. The Parties shall each carry and pay all their
respective costs, charges and expenses incurred by it in the
performance of this Agreement, except as otherwise may be
agreed-upon by the Parties in writing in advance.
(h) Program Restrictions.
(i) You agree not to make any unauthorized, false, misleading or
illegal statements concerning this Agreement, Customers,
Zendesk or the Services.
(ii) You will not solicit or resell the Services in violation of this
Agreement or the Reseller Terms, including but not limited to
sale to a Person engaged in illegal activities or deceptive
business practices under applicable Laws.
(iii) You will not share, or allow any Customer or any other Person
to share a single Agent’s login information among multiple
Persons except as expressly permitted under the Reseller Terms.
(iv) You will not request access to any Account or Account
information to any Person unless specifically requested by the
Customer subscribing to such Account.
(v) You will not seek to obtain access to any Account without the
express written consent of the Customer subscribing to such
Account.
(vi) You will not solicit any business from, or sell Services to, any
Person that does not have a principal place of business within
the Territory. A Person’s principal place of business will be
determined by the place where that Person maintains its main
corporate offices and manages its business.
(vii) You will not present Yourself as the owner of the Services or
any Zendesk Data, or otherwise create, through Partner Data or
any other medium, an impression of any relationship among
You and Zendesk or the Services other than the reseller
relationship as established in this Agreement.
(viii)You will not copy, edit, modify, adapt, store, translate or
reproduce the Services, Zendesk Data, or any portion thereof
(except as permitted in this Agreement and the Documentation).
(ix) You will not reverse engineer, disassemble or decompile the
Services or any component thereof, or otherwise attempt to
discover or disclose the source code of the Zendesk Technology
or any component thereof.
(x) You will not integrate any Partner Technology with Zendesk
Technology (including, but not limited to Open Source Code),
without the prior written consent of Zendesk.
(xi) You will not encumber, time-share, rent or lease the rights
granted under this Agreement.
(xii) You will not remove, obscure, or alter any notice of Intellectual
Property Rights present on or in the Services or any component
thereof, except as explicitly permitted by this Agreement and/or
the Documentation.
(xiii)You will not authorize or permit any Affiliate or other Person to
do any of the foregoing.
(i) Feedback. From time to time You may provide Zendesk,
independently or upon Zendesk’s request, verbal and/or written
suggestions, comments or other feedback related to the Services,
including, without limitations, design input and/or troubleshooting
or other assistance provided in response to support requests
(“Feedback”). You agree to make a reasonable effort to provide
Feedback to Zendesk as appropriate under the circumstances in
each case. You hereby assign to Zendesk all right, title and interest
in and to such Feedback. All Feedback is provided “AS IS,” and
You make no warranties whatsoever about any feedback.
3. Customer Contracts and Service Provisioning.
(a) Service Contracts. All Customers subscribing to one or more
Services through You shall first enter Contracts with You, which
Contracts shall be consistent with and incorporate the applicable
Reseller Terms in all respects. Such Contracts shall, without
limitation (i) clearly present You as a non-owner reseller of the
Services; (ii) reference this Agreement as the contract allowing
You to resell the applicable Services; (iii) appoint Zendesk as a
third party beneficiary of such Contracts; (iv) reflect Your and
Customers’ rights and obligations under such Contracts in relation

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to the applicable Services, as detailed in this Agreement and the
Reseller Terms; and (v) clearly provide that if and when this
Agreement is terminated for any reason whatsoever such Contracts
may be assigned to Zendesk, and following such assignment the
Terms shall become the only binding legal document governing
the provision of Services by Zendesk to Customers.
(b) Services Provisioning. Upon receiving all relevant Customer
Information in a Form, as required for commission of the
applicable Services and the corresponding Reseller Fees as
contemplated herein, Zendesk, will activate the applicable Services
in accordance with the specifications You provide and provide the
applicable Services or as applicable cause the applicable Services
to be provided to Customers as detailed in the Reseller Terms and
Documentation; provided that any trial period (as described in the
Documentation) commissioned by Zendesk to Customers for use
of the applicable Services shall be limited to no more than the
allowed time period with respect to the applicable Services (as
listed on Schedule A) and shall only be provided to new
prospective Partner Customers.
(c) Contract Assignment. If and when this Agreement is terminated
for any reason You hereby agree to assign, upon the request of
Zendesk within thirty (30) business days of such termination, all or
any portion of Your Contracts as requested by Zendesk to Zendesk
or an Affiliate of Zendesk to the extent such Contracts govern the
provision of Services to Customers. You further agree to fully
assist Zendesk in all material respects to secure seamless,
continued business relationship among Zendesk and such
Customers.
(d) Liability to Customers. Zendesk will not be responsible or liable
to You for any claims relating to Customers or End Users’ use of
the Services, or to Your collection, knowledge or, maintenance
and/or handling of Customer Information and/or Content. You
agree to disclaim in Your Contracts, to the full extent permitted by
applicable Laws, Zendesk’s and its Affiliates liability for any
damages, whether direct, indirect, incidental or consequential,
arising out of Your distribution and reselling of the Services under
Your Contracts or their use of the Services pursuant to such
Contracts.
(e) Enforcement of Your Contracts. You agree to use best efforts to
enforce Your Contracts. To the extent You fail to enforce Your
Contracts, Zendesk may fulfill Your obligations or assume Your
rights as a third party beneficiary, in which case You will
reimburse Zendesk for any costs and expenses actually incurred by
Zendesk in connection with enforcing its rights under Your
Contracts.
4. Customer Information and Content. You understand and agree
that Zendesk and its Affiliates may access Customer Information and
Content in the normal course of business as the operator of the
Services (as more specifically detailed in the appropriate Reseller
Terms). Zendesk will have no responsibility or liability for the
deletion or loss by You, Customers, End Users or any other non-
Zendesk Person of any messages, Customer Information, End Users’
data or Content or other communications or other content maintained
or transmitted to or from You, and You hereby agree to indemnify
and hold Zendesk and its Affiliates harmless from and against any
and all liabilities, losses, damages, costs and expenses arising out of
or relating to deletion or loss of such data by You or any such
Customers, End Users or any Person other than Zendesk.
5. Reserved rights. Zendesk and its Affiliates expressly reserve the
right to market and provide the Services in the Territory, themselves
or through any other Person, and You shall not be entitled to any
commission, compensation or other rights whatsoever in relation with
such marketing or provision of the Services.
6. Security Procedures. The Parties shall each use commercially
reasonable efforts to safeguard and maintain the integrity of
Customer Information, End User data and Content in their possession
and/or under their control. Such efforts shall include the
development and implementation of commercially reasonable
technical, administrative and physical measures to protect such data
from unpermitted disclosure. The Parties agree that (i) such security
procedures constitutereasonable procedures to protect theintegrity of
such data from unauthorized access; and (ii) the state of the art does
not permit the development of electronic security systems that are
completely free of failures.
7. Account Passwords. Zendesk will not be liable to You or any other
Person for Your or Customers’ failure to maintain the confidentiality
of their password for the Services, and You agree to hold Zendesk
and its Affiliates harmless for any claims arising from loss of
passwords by You or Customers. You agree to notify Zendesk of any
unauthorized use of the Services that comes to Your attention.
8. Integration Activities. Except when agreed so in writing signed by
both Parties, in no event will Zendesk be required to modify the
Services and/or Zendesk Technology in any way to incorporate any
work product of Yours or a third party or otherwise modify or adapt
the Services for use with any hardware, application, technology,
systems or tools provided by any entity other than Zendesk or its
Affiliates.
9. Audits:
(a) Audit Rights. You agree to create and to maintain during the
Term and for two (2) years after the termination of this Agreement,
sufficient books, records and accounts to confirm information
about Your Contracts, Customer Information, fees collected from
or charged to Customers with respect to the Services, as reasonably
necessary to evidence all Your activities as a Partner. Upon
reasonable notice to You and during normal business hours,
Zendesk may audit such books, records and accounts to verify such
activities, including on-site examination of such books and records.
(b) Penalties. If any such examination discloses material violation of
any of the terms of this Agreement, You hereby agree that Zendesk
shall be entitled, in addition to any other remedies, to be
reimbursed by You for any underpayments made under this
Agreement, as well as all of Zendesk’s audit costs and liquidated
damages equal to five (5%) percent of the Reseller Fees paid to
Zendesk under this Agreement.
10. Term and Termination.
(a) Term. This Agreement shall become effective on the Effective
Date and remain in full force for the Initial Term (as defined in the
Program Schedule) and any number of Successive Terms (as
defined below), unless earlier terminated during the Initial Term or
any Successive Term in accordance with the termination
provisions below (such Initial Term and any number of Successive
Terms, the “Term”).
(b) Successive Terms. Unless either Party shall have provided not
less than 30 days prior notice to the other Party of its intent to
terminate this Agreement as of the end of the then effective Term,
following the Initial Term and each Successive Term, this
Agreement shall be renewed automatically for a term (each such
successive renewal term, a “Successive Term”) of (i) one (1) year
or (ii) if shorter, the duration of the Initial Term.
(c) Termination.

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(i) Either Party may terminate this Agreement by providing the
other Party a written termination notice, if the other Party
commits a material breach of this Agreement and fails to correct
such breach within thirty (30) days of receiving a written breach
notice specifying the breach. Either party may terminate this
Agreement immediately upon notice of a breach that is not
capable of being cured within such thirty (30) day period.
Notwithstanding anything else to the contrary, it is expressly
understood and agreed by the Parties that any non-payment of
Reseller Fees shall be considered a material breach of this
Agreement.
(ii) Either Party may terminate this agreement without cause upon
ninety (90) days’ written notice to the other Party.
(iii) Either Party may terminate this Agreement immediately if,
under applicable Law, the other Party is liquidated, commences
dissolution proceedings, fails to continue business, assigns its
assets and/or business to the benefit of creditors, or otherwise
becomes the subject of bankruptcy or similar proceeding.
(iv) In addition to any other suspension or termination rights in this
Agreement, Zendesk may also suspend Your (or any
Customer’s) access and/or use of the Services, or terminate this
Agreement immediately upon concurrent written notice to You
if (i) Your, or any Customer or End User’s use of the Services
violates any Laws, (or gives Zendesk a reason to believe such
violation has occurred or is imminent), as determined in
Zendesk’s discretion; (ii) there is an unusual spike or increase in
Your use of the Services (alone or as used by Customers)
causing Zendesk to believe such traffic or use is fraudulent or
negatively impacting the operating capability of the Services; or
(iii) Zendesk determines, in its reasonable discretion, that its
provision of any of the Services is prohibited by any Laws, or
has become impractical or unfeasible for any legal or regulatory
reason.
(d) Effect of Termination.
(i) Upon termination of this Agreement (i) all rights and licenses
granted to You hereunder shall immediately cease and You shall
return or destroy all Confidential Information of any other
Person in your possession or control; (ii) within thirty (30) days
You shall, at the request of Zendesk, assign all or any portion of
the Contracts relating to the Services to Zendesk or an Affiliate
of Zendesk, as further detailed in Section 3(c) herein; (iii) within
thirty (30) days of any termination You shall pay all Reseller
Fees due for Services provided to Customer during any part of
the Term; and (iv) You shall, upon Zendesk’s written request,
deliver a certificate signed by Your executive officer attesting to
compliance with the foregoing.
(ii) Termination of this Agreement shall not limit either Party from
pursuing any other remedies available to it, including injunctive
relief, nor shall such termination relieve any obligation to pay all
fees that have accrued or are otherwise owed under this
Agreement.
(iii) Notwithstanding termination, the provisions of this Agreement
shall survive the expiration or earlier termination of this
Agreement to the extent necessary to affect their intent and
operation with respects to the Parties relations hereunder.
11. Marketing Commitment.
(a) You agree to make a commercially reasonable effort to promote
the Services, and to solicit and obtain orders from potential
Customers for the Services in the Territory. In determining the
manner and method You pursue in discharging this undertaking
You shall account for policies established from time to time by
Zendesk for its Partners.
(b) In reselling the Services alone or within Partner Services, You will
ensure at all times clear reference to Zendesk by (a) including the
term “Zendesk Authorized Partner” on marketing materials
promoting the Services and (b) including the term “Powered by
Zendesk” on each form filled by End Users and submitted to the
Services, and any web page originating from the Services and used
by Customers and/or End Users, in each case in a form identical to
the specimens included in the Program Schedule.
(c) Upon execution of this Agreement, and in consideration for
making the Services available to You under this Agreement, You
agree to allow Zendesk to publicly reference you as a member of
the Program in accordance with this Agreement.
(d) You will not issue any press release or other public announcement
regarding the existence or content of this Agreement or the
relations contemplated herein, without Zendesk’s prior written
approval.
12. Duty of Loyalty. You hereby acknowledge and agree that in the
course of the relations contemplated herein You will gain significant
information about the Services, Customers, Zendesk Data and other
sensitive business information about Zendesk, its business and the
Services (much of which being Confidential Information as defined
herein). Therefore, during the Term and for twelve (12) months
thereafter, You further agree not, nor shall any of Your Affiliates,
employees or agents, directly, or indirectly or in partnership with any
Person solicit or obtain orders for or offers to buy, or attempt to
develop, purchase, sell, offer to sell, sell or promote, any Person’s
services competitive with the Services. The foregoing limitation will
not apply to third parties unaffiliated with You that You engage to
assist You in performing Your duties under this Agreement, nor will
it apply to any of Your employees to the extent such limitation is
illegal under the Laws where such employees are employed.
13. Confidential Information.
(a) Either Party, as the Party receiving Confidential Information
(“Recipient”) may only use the disclosing Party’s (“Discloser”)
Confidential information for the purpose and objectives of this
Agreement and as necessary to provide the Services. Both Parties
shall protect Confidential Information from unauthorized
disclosure or misuse by using the same degree of care as for their
own confidential information of like importance, but shall at least
use reasonable care. Further, both Parties agree to have each of
their employees, agents or independent contractors with access to
any Confidential Information agree to be bound by an enforceable
agreement that reasonably ensures the protection of the
Confidential Information from disclosure.
(b) Each Party as Receiver agrees to promptly notify the Discloser
upon learning of any unauthorized disclosure of the Discloser’s
Confidential Information, and shall provide reasonable assistance
to the Discloser to remedy and contain such breach. The foregoing
notwithstanding, a Receiver may disclose the Discloser’s
Confidential Information if the information is required by Law to
be disclosed in response to a valid order of a court of competent
jurisdiction or authorized government agency, provided that the
Receiver gives the Discloser prompt written notice and obtains or
assists theefforts by theDiscloser to obtain a protective order prior
to disclosure.
(c) The foregoing notwithstanding, the Parties agree and acknowledge
that Zendesk’s compliance with Section 6 with respect to

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Customer Information, End Users’ data and Content shall be
deemed compliance with its obligations under this Section 13.
14. Intellectual Property Rights.
(a) Ownership of Intellectual Property Rights. As between the
Parties, Zendesk retains all right, title and interest, including
without limitation all Intellectual Property Rights to the Services,
Marks, Zendesk Technology, and all modifications, enhancements,
and other works deriving from the foregoing. Except for the
limited rights granted to You under this Agreement, no right, title
or interest is granted, express or implied, to You hereunder to any
of the foregoing. You agree not, at any time, during the Term or
following termination of this Agreement, contest or aid others in
contesting or doing anything which impairs the rights, title or
interest in or validity of any of Zendesk’s proprietary or
Intellectual Property Rights to the Services, the Zendesk
Technology, Marks, or modifications, enhancements and other
derivative works of the foregoing, or Zendesk’s Confidential
Information.
(b) Trademark License; Trademark Use.
(i) Zendesk hereby grants You a limited, non-exclusive and non-
transferable right during the Term to use certain Zendesk's
logos, service marks and trademarks associated with the
Services (“Marks,” as listed in the Program Schedule, and as
may be amended by Zendesk from time to time), solely to
promote, market and resell the Services within the Territory to
Customers pursuant to this Agreement. The right granted herein
to use the Marks is subject to the Guidelines and may be
revoked by Zendesk at any time by giving You a written notice
(including via email).
(ii) You agree not to contest the validity or ownership of any Marks,
or take any action in derogation of any Mark or the other
registered or unregistered service marks or trademarks of
Zendesk, including without limitation, applying to register any
trademark, trade name, domain name, service mark or other
designation that is confusingly similar to any Mark or the other
registered or unregistered service marks or trademarks or
domain name of Zendesk.
(iii) You will ensure that proper trademark notices are displayed at
all times in association with the Marks, including, but not
limited to any such use or display on Your web site or in
implementing this Section 14.
(iv) You agree not to adopt any commercial marks that are
confusingly similar to any of theMarks or the other registered or
unregistered service marks or trademarks or domain name of
Zendesk.
(v) If you elect to post a website to promote Your business, You
agree that such website (a) should be readily distinguishable by
a Customer as Your website (and not Zendesk’s); (b) should
make clear that You are a separate and distinct entity from
Zendesk; and (c) will not copy design features of Zendesk’s
websites or otherwise infringe any Zendesk Intellectual Property
Rights.
15. Modification, Discontinuation of Services.
(a) Zendesk reserves the right to modify the Services, the Zendesk
Technology, the Terms and the Reseller Terms at its sole
discretion at any time. Zendesk shall provide You ten (10) days
prior notice with respect to any material modifications of the
foregoing.
(b) Following such notice You may terminate this Agreement and
Your participation in the Program based on such material
modifications by providing Zendesk at least thirty (30) days
advance written termination notice, in which case the termination
shall become effective at the earlier of the entry into effect of such
modification or the termination date indicated in Your notice.
Upon termination of this Agreement due to such material
modification, You will pay Zendesk the balance of any Reseller
Fees owed to Zendesk under any Contracts entered into among
You and Customers prior to the date of such termination.
(c) Unless You provide notice to Zendesk in writing within thirty (30)
days after being given notice of such material modification, You
will be deemed to have agreed with the modification, without any
further obligation or liability by Zendesk to You.
16. Fees.
(a) Fees. Zendesk will charge You the percentages listed on Schedule
A, or any other percentage mutually agreed by the Parties in a
Service Order, of the per-agent fees (i.e., Services Subscription)
listed on Zendesk’s website for the Services listed on Schedule A
for the relevant length of the Customer subscription as of the
effective date of the applicable Contract (“Fees”) for each Agent
commissioned to You hereunder and subscribed to by a Customer
(“Reseller Fees”). Zendesk reserves the right to change the Fees at
their discretion.
(b) Fees charged to Customers. You may only resell the Services to
Customers for actual Services provided (excluding any trial use of
the Services by Customers as made available by Zendesk).
Zendesk shall invoice You Reseller Fees for each Customer upon
receiving a complete Form applicable to such Customer, as
requested by You under an applicable Contract (and any renewal
thereof) or as otherwise detailed on Schedule A. Invoices shall be
due and payable upon receipt. All Reseller Fees shall be paid,
unless otherwise agreed by the Parties in writing, by wire transfer.
Reseller Fees may only be paid by Reseller in the currency in
which they were invoiced under the initial Service Order under this
Agreement unless otherwise agreed by Zendesk in writing (email
sufficing).
(c) Non-Payment. Without limiting any other remedies available to
it, Zendesk reserves the right to suspend or terminate the Services
to any Customer if You fail to pay the Reseller Fees (or portion
thereof) associated with the Services provided to such Customer in
violation of this Section 16 within thirty (30) days of invoice.
Furthermore,
(i) You agree to fully indemnify Zendesk and hold Zendesk and its
Affiliates harmless from and against any and all liabilities,
losses, damages, costs and expenses arising out of or relating to
any third party claim due to such termination or suspension of
the Services; and
(ii) Zendesk and its Affiliates may negotiate and enter into a direct
relationship and contract for subscription to the Services if You
fail to pay Reseller Fees attributable to such Customer in a
timely manner. In the event that Zendesk enters into any such
relationship, you shall not be entitled to any compensation with
respect to such Customer’s subscription to or use of the
Services.
(d) Taxes. You will be responsible for, and will indemnify and hold
Zendesk and its Affiliates harmless against all international,
federal, state and local taxes of any government, including, but not
limited to, sales and use tax (exclusive of taxes on Zendesk’s net
income), duties and assessments arising on or measured by

7
amounts payable to Zendesk or arising on or measured by amounts
sold by You.
(e) No Set-Off; No Refunds. You will not set-off or offset against
Reseller Fees owed by You amounts that You claim are due to You
by Zendesk or any amounts resulting from any billing or collection
dispute between You and a Customer. You will bring any claims
or causes or action You may have in a separate action, and You
hereby waive any rights You may have under any Law or
regulation to offset, set-off, or withhold any Reseller Fees due. No
refunds or credits for Reseller Fees or other fees or payments will
be provided to You if You or any Customer elects to terminate any
subscription or close or cancel any Account prior to the end of the
then effective Subscription Term or if Zendesk suspends or
terminates such subscription or Account pursuant to its rights
under this Agreement or the Reseller Terms.
(f) Currency Control. You represent and warrant that, as of the
Effective Date of this Agreement, no currency control Laws
applicable in the Territory or other applicable countries where You
conduct the activities under the Agreement prevent the payment to
Zendesk of any sums due under this Agreement.
17. Indemnification
(a) Generally. The indemnities specified herein are the only remedy
under this Agreement for any third party claims arising out of this
Agreement.
(b) Indemnification by You. You will indemnify, defend and hold
Zendesk and its Affiliates harmless from and against all liabilities,
damages or costs (including settlement costs and reasonable
attorneys’ fees)(collectively, “Costs”) arising out of any third
party’s allegations, threats, claims and/or actions (collectively,
“Claims”) brought against Zendesk or its Affiliates due to (i) Your
activities or breach under this Agreement, (ii) Your breach of any
Contract, or (iii) Your operation of or access to any Account, Your
activity within the Services with respect to any Account, or Your
operation of or access to any Account, Your activity within the
Services with respect to any Account, or Your operation, sale, or
distribution of a Partner Services; provided that (A) Zendesk shall
promptly notify You in writing of any such Claim, (B) You will
have the authority to defend and/or settle such Claim (provided that
you will not settle any Claim without Zendesk consent unless it
completely eliminates any liability attributed to Zendesk), and (C)
Zendesk shall reasonably cooperate with You in connection with
such Claims; and provided further that Zendesk may at its choice
participate in the defense of such Claims at its own expense.
(c) Indemnification by Zendesk. Zendesk will, subject to Section 18,
indemnify, defend and hold You harmless from and against all
Costs arising out of any Claim brought against You by a Customer
arising out of such Customer’s rights under the Reseller
Terms; provided that (A) You promptly notify Zendesk in writing of
any such claim, (B) Zendesk will have the sole and exclusive
authority to defend and/or settle such claim (but Zendesk will not
settle any Claim without Your consent unless it completely
eliminates any liability attributed to You), and (C) You
reasonably cooperate with Zendesk in connection with such Claim;
and provided further that Zendesk shall have no obligation or
liability under this Section arising from use of the Marks, Services
or Zendesk Technology in violation of this Agreement or the Terms,
or in combination with materials or technologies not furnished by
Zendesk.
18. Limited Warranty; Limitation of Liability
(a) THE PRODUCTS ARE PROVIDED “AS IS” AND ZENDESK
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR
ANY REPRESENTATIONS TO YOU OR ANY CUSTOMER
REGARDING THE USABILITY, CONDITION,
OPERATION OR FITNESS OF THE PRODUCTS.
ZENDESK DOES NOT WARRANT THAT YOUR OR ANY
CUSTOMERS’ ACCESS TO OR USE OF THE PRODUCTS
SHALL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT IT WILL MEET ANY PARTICULAR CRITERIA OF
PERFORMANCE OR QUALITY. ZENDESK EXPRESSLY
DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT,
COMPATIBILITY, SECURITY OR ACCURACY. THIS
DISCLAIMER OF WARRANTY AND LIABILITY IS
EXPRESSLY MADE IN ADDITION TO ANY
DISCLAIMERS MADE BY ZENDESK OR ITS AFFILIATES
UNDER THE RESELLER TERMS WITH RESPECT TO
THE PRODUCTS AS APPLICABLE TO YOUR PROVISION
OF THE PRODUCTS TO CUSTOMERS AND SUCH
CUSTOMERS’ USE OF THE PRODUCTS.
(b) TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT DAMAGES (SUCH AS SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIALDAMAGES,
INCLUDING WITHOUT LIMITATION, DAMAGES OR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS
OF INFORMATION, OR ANY OTHER PECUNIARY LOSS)
RESULTING FROM ANYCLAIMS, DEMANDS OR ACTIONS
ARISING OUT OF THIS AGREEMENT.
(c) EXCEPT AS PROVIDED IN CLAUSE SECTION (D) BELOW,
ZENDESK’S AGGREGATE LIABILITY HEREUNDER SHALL
NOT EXCEED THE AMOUNT OF RESELLER FEES PAID BY
YOU UNDER THIS AGREEMENT DURING THE TWELVE
(12) MONTHSPRECEDING THE ALLEGED EVENTS GIVING
RISE TO LIABILITY.
(d) ZENDESK’S LIABILITY WITH RESPECT TO ITS
INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTION 17(c) SHALL NOT EXCEED THE MAXIMUM
LIABILITY TO WHICH ZENDESK WOULD BE SUBJECT
PURSUANT TO A CLAIM MADE BY CUSTOMER AGAINST
ZENDESK PURSUANT TO THE RESELLER TERMS,
INCLUDING ANY LIMITATIONSOF LIABILITY SET FORTH
THEREIN.
19. General
(a) Governing Law. Before bringing any action under this
Agreement, the Parties agree to first make a reasonable effort to
negotiate and resolve misunderstandings or disputes by escalating
the same to their respective executives for timely consideration.
This Agreement will be governed by and construed, interpreted
and enforced in accordance with the laws of the State of California.
The Parties irrevocably submit to the exclusive jurisdiction of the
courts of San Francisco County, California. The United Nations
Convention on Contracts for the Sales of Goods will not apply to
this Agreement.
(b) Anti-Bribery and Export Compliance. You will not use, resell,
distribute, transfer, provide, sub-license, share with, or otherwise
offer the Services in violation of any Laws or this Agreement,
including, without limitation, the United States Foreign Corrupt
Practices Act, the UK Bribery Act and similar anti-corruption

8
statutes in all jurisdictions. Without limiting the foregoing, You
will not knowingly directly or indirectly export, re-export, transfer,
make available or release (collectively, "Export") the Services to
any destination, person, entity or end use prohibited or restricted
under US law without prior US government authorization to the
extent required by regulation, including without limitation, any
parties listed on any of the denied parties lists or specially
designated nationals lists maintained under the EAR or the
Security, and the Foreign Asset Control Regulations (31 CFR 500
et seq.) administered by the US Department of Treasury, Office of
Foreign Assets Control without appropriate US government
authorization to the extent required by regulation. Compliance
with the trade laws of other countries pertaining to the Export,
import, use, or distribution of the Services to Customers and End
Users is Your responsibility.
(c) Assignment. This Agreement may not be assigned by a Party
thereto without the prior written consent of the other Party, which
consent shall not be unreasonably withheld. Notwithstanding the
foregoing, Zendesk may assign this Agreement without Your prior
consent to its Affiliate, or in connection with the sale, merger or
other corporate combination involving all or substantially all of the
assets of Zendesk, provided the assignee agrees in writing to
assume all of Zendesk’s obligations and liabilities hereunder.
(d) Binding on Successors. This Agreement shall endure to the
benefit of and be binding upon the Parties and their respective
successors and permitted assigns.
(e) Severability/Waiver. If any provision of this Agreement shall be
determined by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions shall remain in
full force and effect.
(f) Waiver of Breach. No delay or omission by either Party to
exercise any right or power arising upon the other Party’s
nonperformance or breach will impair that right or power or be
construed as a waiver of it. Any waiver must be in writing and
signed by the waiving party. A waiver on one occasion will not be
construed as a waiver of any subsequent event of nonperformance
or breach.
(g) Force Majeure. Except for the obligation to make payments,
performance under this Agreement shall be postponed
automatically to the extent that either Party is prevented from
meeting its obligations by causes beyond its reasonable control,
including but not limited to natural disasters, fire, governmental
acts, labor disputes or failure of suppliers, provided that a force
majeure event affecting a Party’s performance under this
Agreement for thirty (30) or more days shall entitle the other Party
to terminate this Agreement and receive any refund, or due or
unused Reseller Fees, as the case may be.
(h) Notices. All notices in connection with this Agreement shall be
delivered in writing to the persons and addresses detailed in the
Program Schedule, and such notices shall be deemed delivered
after three (3) working days of delivery by registered post or
courier or, if delivered by email with return receipt, upon receipt
acknowledgement.
(i) No Agency. The Parties acknowledge that each is an independent
contractor and nothing herein constitutes a joint venture or
partnership. You have no right to vary any policies, conditions,
representations or warranties made by Zendesk, and neither Party
has the right to bind or act for the other as agent or in any capacity
except as expressly provided in writing by amendment to this
Agreement. The relationship under this Agreement shall not create
any legal partnership, franchise relationship or other form of legal
association between the Parties that would impose a liability
between the Parties or to third parties.
(j) Entire Agreement. This Agreement, including all schedules and
attachments thereto, contains the complete and exclusive statement
of the agreement between the Parties with respect to the subject
matter herein. The terms and conditions of this Agreement shall
prevail over any purchase order submitted by You. Any changes
or amendments to this Agreement must be in writing expressly
referring to the changes to this Agreement, and be duly executed
by both Parties.
(k) Counterparts. This Agreement may be signed in counterparts and
delivered by facsimile or electronic mail, each of which shall be
considered an original document, but together which shall
constitute one complete document.
(l) Third Party Beneficiary. The parties agree that Zopim is a third
party beneficiary of this Agreement, and You expressly
acknowledge and agree that Zopim shall have the right to enforce
this Agreement against You.

9
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized officers or
representatives as of the Effective Date:
PARTNER ZENDESK, INC.
By: DHMM Participaties B.V. By:
Name: drs. J.L.C.F. Smulders Name:
Title: director Title:
Date: 10.02.2015 Date:

10
SCHEDULE A
PROGRAM SCHEDULE
1. Territory: the Netherlands and Belgium
2. Initial Term: 10.02. 2015 through 10.02 2016
3. Services
1. Zendesk
A. Plans Available for Resale
Regular, Plus, Enterprise
B. Minimum Subscription Term
Annual, quarterly
C. Applicable Reseller Terms
https://www.zendesk.com/company/resellerterms
D. Reseller Provisioning
Manual invoicing
E. Permitted Zendesk Marks For Use by Partner
a. Logos
b. Box Letter Trademarks
Zendesk® or ZENDESK® (Top level ZendeskMark associated with all of Zendesk’s Services)
c. Usage of Marks subject to (i) the Guidelines; and (ii) any guidance provided by Zendesk from
time to time at Zendesk’s discretion.
d. Basic Instructions for Using the Marks
i. ONLY as an adjective as follows: “Zendesk software,” “Zendesk platform,” “Zendesk
help desk,” “Zendesk tools,” or similar combinations.
ii. You may also use Marks without a modifier but ONLY when describing the underlying
product’s properties (e.g., “Zendesk® offers various sharing tools,” but not “Zendesk
works well”).
iii. Never use the Marks in noun, verb, plural or possessive forms.
iv. Do not misuse the Marks by using them among other products and/or services that You
make, market or sell, in any product name, title, domain name or other materials so as to
create an impression that You or another are the owners of the Services and/or Mark.
v. Always distinguish the Marks from other writings within documents (including web
pages). Capitalize the Marks when used inline.

11
vi. Never use the Marks in a manner that may mislead readers to assume any association or
affiliation among You and Zendesk, or endorsement by Zendesk of Your business or
services.
vii. When using a Mark in a tagline always distinguish it by using different typeface for the
Mark.
viii. Include the following trademark attribution to forms and web pages where Marks are
affixed: “Zendesk and other Zendesk, Inc.’s Marks referred to or displayed in this
document [is/are] the trademark[s] or registered trademark[s] of Zendesk, Inc. or its
affiliates in the U.S. and other countries.
F. Fees for Service
Service Percentage of Fees to Zendesk
Regular 70%
Plus 70%
Enterprise 70%
2. Zopim
A. Plans Available for Resale
[Basic, Advanced]
B. Minimum Subscription Term
Annual, quarterly
C. Applicable Reseller Terms
https://www.zopim.com/termsofservicereseller
D. Reseller Provisioning
Provisioning through Zopim Reseller Control Panel.
E. Permitted Zendesk Marks For Use by Partner
As communicated to you by Zendesk.
F. Fees for Service
Service Percentage of Fees to Zendesk
Basic 70%
Advanced 70%
4. Notices:
a. to Partner:
Name: DHMM Participaties B.V.; Address:Ravenbos 1, 4861 EG Chaam, the Netherlands Email:
jlcf.smulders@gmail.com; Tel: + 31 (0)639564635
b. To Zendesk:

12
Name: ___________________; Address:_________________; Email: ________________; Tel:
_________________
Name: ___________________; Address:_________________; Email: ________________; Tel:
_________________

13
SCHEDULE B
REFERRAL AGREEMENT
This Partner Agreement, consisting of this Cover Page and the attached Business Terms (collectively, this
“Agreement”), is made and entered into by and between Zendesk and Partner (each, as defined below). The
Agreement shall become binding once the Parties execute this Agreement, and You complete and submit the
Zendesk Ambassador Program Form (“Form”) to Zendesk (the “Effective Date”). Zendesk and Partner are
sometimes referred to as a “Party”, and together as the “Parties.”
As used in this Agreement, the following terms shall have the meanings set forth below:
Zendesk: Partner:
“Zendesk” means Zendesk, Inc., a U.S., State of Delaware
company with corporate offices in San Francisco, California.
“Partner” or “You” means the person or company (including
Company Name and other information) detailed in the Reseller
Agreement.
Zendesk Headquarters and Notice Address: Partner Information:
1019 Market Street, San Francisco, CA 94103
Contact Name: [Insert ZD Contact]
Telephone: +[Insert Phone Number]
Email: [Insert your email address]
For legal notices, provide copies to:
Zendesk, Inc. – Legal Department;
legal@zendesk.com
Ravenbos 1, 4861 EG Chaam, the Netherlands
Contact Name: Jan Smulders
Telephone: +31 (0)6 39564635
Email: jlcf.smulders@gmail.com
For legal notices, provide copies to:
DHMM Participaties B.V, jlcf.smulders@gmail.com
TERM: “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 4 of the
Business Terms).
By signing below, Partner represents and warrants that it has read, understands and accepts this Agreement.
Zendesk, Inc.: Partner: DHMM Participaties B.V.
Signature: Signature:
Name: Name: Drs. J.L.C.F. Smulders
Title: Title: director
Date: Date: 10.02.2015

14
BUSINESS TERMS
Background
Zendesk is the owner and operator of Zendesk®, a unique customer relations platform and service that promotes
effective, interactive engagement among Zendesk customers and their customer base (the “Zendesk Service”).
Partner wishes to promote, market and advertise the Zendesk Service to potential Zendesk customers (“Referrals”)
through its website(s) and other marketing channels, in accordance with Zendesk’s Partner Program (“Program”)
detailed in this Agreement.
Agreement
The Parties agree as follows:
1. LICENSE.
a. Subject to this Agreement and its terms, Zendesk hereby grants to Partner a free, non-exclusive, non-
transferable and revocable license (“License”) to market and distribute the Zendesk Service to Referrals, and to use
the Zendesk trademarks, logos and URLs provided by Zendesk and listed in Exhibit A (“Licensed Marks,” as may
be amended by Zendesk from time to time), and associated materials, language or code for the sole purpose of
promoting the Zendesk Service (collectively, “Marketing Materials”).
b. The license to use the Licensed Marks granted herein is subject to Zendesk’s Trademark Usage Guidelines
(“Guidelines”) (which can be found at http://www.zendesk.com/company/tmguidelines), incorporated here by
reference, as updated from time to time by Zendesk at its sole discretion. Zendesk may revoke this license at any
time by giving Partner a written notice (including via email). A complete list of Zendesk’s trademarks and logos
(“Zendesk Marks”) is included in the Guidelines.
2. PROGRAM COMMITMENTS.
a. The Program. To participate in the Program, Partner must complete the online application for
participation in the Program found on Zendesk’s website (“Site”) and enter this Agreement. Zendesk may accept or
reject any application at its sole discretion.
b. Legal Agreements. As part of its participation in the Program and in acting as Zendesk’s Partner, Partner
hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests
and rules set by Zendesk from time to time, in its reasonable discretion, in connection with Partner’s ongoing
participation in the Program and promotion of the Zendesk Service to Referrals. In all its activities under this
Agreement, and specifically such activities relating to Partner’s promotion of Zendesk Service, Partner shall
cooperate with Zendesk and act in good faith. In entering this Agreement Partner further recognizes and accepts the
terms and rules set in Zendesk’s Terms of Service (“Terms,” found at http://www.zendesk.com/company/terms) and
Zendesk’s Privacy Policy (“Privacy Policy,” found at http://www.zendesk.com/company/privacy), as applicable to
Zendesk’s provision of the Zendesk Service to Referrals, and particularly regarding Partner’s adherence to the
Privacy Policy in all matters involving privacy of Referrals’ information.
c. Promotion, Referral Activities: Partner agrees to engage in continued, active promotion of the Zendesk
Service in various marketing channels using the Licensed Marks and Marketing Materials, and do so in compliance
with the terms of this Agreement.
d. Prohibited Activities. Partner agrees not to associate Marketing Materials with content that is unlawful in
any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit,
violent, discriminatory, or otherwise objectionable in Zendesk’s sole discretion. Partner agrees not to send

15
unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Zendesk Service,
or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with
activities contemplated under this Agreement.
e. Permissible Use of Zendesk Marks.
i. Partner expressly agrees to comply with all the terms herein (particularly Section 5(c)) in using the
Licensed Marks and in creating Marketing Materials.
ii. Through the Guidelines and otherwise, Zendesk shall provide specifications and other instructions
from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and
promoting the Zendesk Service. Partner further agrees to comply with all such specifications and instructions.
iii. Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form
approved by Zendesk in the Guidelines or otherwise, shall not modify any Zendesk Marks or otherwise substantially
modify other Marketing Materials contrary to reasonable instructions provided by Zendesk, and shall further comply
with reasonable instructions from Zendesk as to the form, content and display of Marketing Materials. Upon
termination of this Agreement for any reason whatsoever, or upon written request by Zendesk, the license granted
herein shall expire and Partner shall immediately cease all its activities under this Agreement.
f. Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including,
without limitation, the legality of Partner’s operations and materials, created and used in connection with this
Agreement. Except for a claim alleging that a Zendesk Mark violates a third party’s trademark rights, Zendesk is
not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to
defend, indemnify and hold Zendesk harmless against any and all claims, actions, causes of action, damages, or
expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner’s
Marketing Materials.
g. Customer Relations. During and after the Term, Zendesk shall be the exclusive owner of all relations
created via Partner among Zendesk and Referrals with respect to the Zendesk Service, including any and all
information identifying Referrals who contract with Zendesk for the use of the Zendesk Service. The Terms,
Privacy Policy, and Zendesk’s rules and procedures for the Zendesk Service will apply to these Referrals and may
be changed by Zendesk without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their
relations with Zendesk under the Terms.
3. QUALIFIED REFERRALS, COMMISSIONS.
a. “Qualified Referrals” mean Referrals (i) referred by Partner to Zendesk and who complete the sign-up
procedure in accordance with the procedure described in Section 3(b) below; (ii) of whomZendesk has no record in
connection with the Zendesk Service, or who are not, at the time referred to Zendesk by Partner, in any contractual
relations or ongoing negotiations with Zendesk in connection with the Zendesk Service; (iii) who accept the Terms
and acquire within one hundred (100) days of being referred to Zendesk by Partner, at a Referral’s own discretion
and without receiving any monetary or other incentive from Partner, at least monthly subscriptions of any of the
following Zendesk Service plan bundles: (A) 2 agents using the Enterprise Plan, (B) 4 agents using the Plus Plan, or
(C) 8 agents using the Regular Plan (each, as described in the Site at http://www.zendesk.com/product/pricing); and
(iv) who are not rejected by Zendesk, and make at least one payment to receive the Zendesk Service. All Referrals
will be deemed rejected by Zendesk if they do not become a Qualified Referral within one hundred (100) days of
first being submitted to Zendesk by Partner. On a case by case basis, the Parties may mutually agree in writing
(email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.
b. Referral Procedure. Each Referral shall be referred to Zendesk by Partner through an online form
provided by Zendesk to Partner, which Partner shall fully complete and submit to Zendesk (“Referral Form”).
Upon receiving each Referral Form, Zendesk shall send an email to the Referral’s email address indicated in the
Referral Form, detailing the steps to be taken towards registration to receive the Zendesk Service and becoming a
Qualified Referral. Zendesk shall be responsible for the sales process to all Referrals, subject to the Parties’
continued good-faith cooperation in promoting the sales process to Referral.

16
c. Commissions.
i. Responsibilities. Zendesk shall collect all fees from Referrals for the Zendesk Service directly
from Referrals (“Subscription Fees”).
ii. Referral Fees. Upon a Referral becoming a Qualified Referral, Zendesk shall pay Partner referral
fees in arrears at the applicable percentage of the fees listed on Exhibit B (“Referral Fee Percentage”) (excluding
any discounts) payable by the Qualified Referral pursuant to their initial order under the Terms for the first year of
the associated subscription (“Referral Fees”). For initial orders that have subscription terms in excess of one (1)
year, Referral Fees payable with respect to the first year shall be determined proportionately to the total Subscription
Fees payable pursuant to the initial order. For clarity, Partner shall only receive Referral Fees on Qualified
Referral’s initial order and Referral Fees will accrue and be payable for, at most, one year from the date of becoming
a Qualified Referral. Such Referral Fees shall become payable and be paid to Partner within thirty (30) days of the
end of the calendar quarter in which Subscription Fees attributed to such Qualified Referrals are paid to Zendesk. If
a Qualified Referral terminates Service prior to one year after becoming a Qualified Referral, Partner will only
receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by Qualified
Referral to Zendesk. The Referral Fee Percentage for a Qualified Referral shall be calculated at time of payment
based on projected annual revenue rate (“ARR”) of Qualified Referral Subscription Fees. ARR and the
corresponding Referral Fee Percentage shall be calculated on a per Qualified Referral basis with the Referral Fee
Percentage set in accordance with the ARR of the Qualified Referral. For each Qualified Referral, Referral Fees to
Partner shall be capped at the amounts listed on Exhibit B for the applicable Referral Fee Percentages (“Maximum
Payment”).
iii. Associated charges. Partner shall be responsible for payment of all taxes, duties, governmental
charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Zendesk
harmless from and against any claims arising out or relating to all charges emanating from Zendesk’s payment of
Referral Fees.
4. TERM AND TERMINATION.
a. Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for
twelve (12) months thereafter (“Initial Term”), unless Zendesk rejects Partner’s application to participate in the
Program.
b. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed
for additional consecutive terms of twelve (12) months (each, “Renewal Term”), unless a Party gives written notice
of termination to the other Party at least thirty (30) days’ prior to the end of the Initial Term or any Renewal Term.
c. Early Termination.
i. Without Cause. Zendesk shall have the right to terminate this Agreement at any time for any or
no reason by giving ten (10) days prior written notice to Partner.
ii. For Cause. Either Party may terminate this Agreement at any time, effective immediately upon
written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this
Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days
opportunity for the breaching Party to cure such breach.
d. Effect of Termination. From and following the date of termination of this Agreement Partner’s rights
under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other
payments under this Agreement other than commissions or payments earned or accrued prior to termination of this
Agreement.
5. GENERAL.
a. Modification of Agreement. Zendesk may modify this Agreement from time-to-time at its reasonable
discretion by posting a change on the Site (at https://support.zendesk.com/categories/20024438-solution-partners-
and-ambassadors) or notifying Partner via email. If Partner objects to any such change, Partner may terminate this

17
Agreement for cause. Partner’s continued participation in the Program following receipt of notice about changes to
this Agreement shall constitute binding acceptance of this Agreement as amended.
b. Assignment. Zendesk may assign this Agreement at any time. Partner may not assign or transfer this
Agreement without Zendesk’s prior written consent, such consent not to be unreasonably withheld.
c. Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade
names, logos, patents, copyrights, domain names and derivative rights) in Zendesk Marks, the Zendesk Service and
related content and technology around the world (“Zendesk IP Rights”) are and will remain the exclusive property
of Zendesk and its subsidiary companies. The License granted by Zendesk to Partner under Section 1 of the
Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s
right to use the Licensed Marks is at the discretion of Zendesk and is subject to Partner’s compliance with the terms
of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any
Zendesk IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or
impairing any Zendesk IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to
trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar
to any Zendesk IP Rights; (d) promptly notify Zendesk of any unauthorized use of any Zendesk IP Rights of which
Partner has actual knowledge; and (e) always use the Licensed Marks and any other Zendesk Marks in compliance
with the Guidelines. Zendesk may perform periodic reviews of any Marketing Materials presented by Partner, and
shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials
presented by Partner.
d. No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this
Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other
provision of this Agreement.
e. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all
applicable laws, regulations, codes of practice, as well as this Agreement, the Terms, Privacy Policy and Guidelines.
During the Term and after its termination for any reason whatsoever, Partner expressly undertakes not to do
anything that might reasonably be expected to damage the business, interests or reputation of Zendesk and will not
make, publish or allow to be made or published any disparaging remarks concerning Zendesk, its representatives, or
the Zendesk Service.
f. Disclaimer of Warranty. Other than Zendesk’s express warranty under the previous subsection (e),
Zendesk makes no other warranty, express or implied, of any kind and Zendesk expressly disclaims any and all
warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a
particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
g. Limitation of Liability. Neither Zendesk nor any officer, employee, director or any other representative of
Zendesk shall be liable towards Partner or towards any third party, under or in connection with this Agreement or its
termination, in contract, pre-contract, tort or otherwise for (i) any economic loss (including loss of revenues, profits,
contracts, business or anticipated savings) or (ii) any loss of goodwill or reputation. Such losses include, without
limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any
losses or damages caused by interruption of operations. Notwithstanding any other circumstances or understandings
surroundings any relations among the Parties, Zendesk’s entire liability to Partner under this Agreement shall not
exceed $100 U.S. for any and all claims for damages of any kind made by Partner under this Agreement, and by
entering this Agreement Partner recognizes the limitations herein on Zendesk’s liability.
h. Independent Contractors. The Parties herein act on their own behalf as independent contractor. Nothing
in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other
relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded
from acting on Zendesk’s behalf. Partner’s display of Licensed Marks under this Agreement, other content
presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described
herein.
i. Indemnification. Partner will indemnify, defend and hold Zendesk and its subsidiaries, affiliates, officers
and employees (the “Zendesk Indemnified Parties”) harmless from and against any and all costs, liabilities, losses
and expenses (including but not limited to reasonable attorneys’ fees) resulting fromany claim, suit, action, demand

18
or proceeding brought by any third party against the Zendesk Indemnified Parties arising fromany of the following:
(i) a breach of the Agreement by Partner; (ii) the negligence, gross negligence or willful misconduct of Partner or its
employees, agents or contractors; or (iii) a failure by Partner or its employees, agents, contractors or invitees to
comply with the laws and regulations referenced hereinbefore.
j. Confidential Information and Prohibition on Raiding. Each of the Parties guarantees that all
information of a confidential nature received from the other Party before, during and after the conclusion of the
Agreement shall remain confidential. Information shall in any event be considered confidential if related to
pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties. Neither Party shall
for the duration of this Agreement and for one year after termination thereof hire, employ or solicit any employee of
the other Party, or have such employee work for such Party either directly or indirectly.
k. Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from
doing so by a situation of force majeure. "Force majeure" events shall include events beyond the reasonable
control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper
performance by Zendesk's suppliers or defects in objects, materials or software of third parties. If a situation of
force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to
the other Party.
l. Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties
regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other
documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this
Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement.
m. Anti-Bribery and Export Compliance. Partner agrees not to promote, approach or submit Referrals, or
use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any Laws or
this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act
and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, Partner will not knowingly
directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") the Service to any
destination, person, entity or end use prohibited or restricted under US law without prior US government
authorization to the extent required by regulation, including without limitation, any parties listed on any of the
denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign
Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign
Assets Control without appropriate US government authorization to the extent required by regulation. Complian ce
with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Service to
Customers and End Users is Partner’s responsibility.
n. Non-Disparagement. During the Term and for five (5) years thereafter, Partner agrees that it will not
disparage Zendesk or any of its officers, directors or employees or otherwise take any action that could reasonably
be expected to adversely affect Zendesk’s reputation. For purposes of this Agreement, “disparage” shall mean any
negative statement, whether written or oral, about Zendesk or any its officers, directors or employees. The Parties
agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of
which would have resulted in the Zendesk refusing to enter into this Agreement.
o. Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses
incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in
writing in advance
p. Counterparts; Notices. This Agreement may be signed in counterparts and such counterparts shall be
valid and binding on the parties hereto with the same effect as if original signatures had been exchanged. All notices
relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses
detailed in the Cover Page.
q. Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the
State of California, U.S.A, without giving effect to any principles of conflicts of law. Jurisdiction shall lie

19
exclusively in the District Courts of San Francisco County, California. The sole and exclusive jurisdiction and
venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the
State of California, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon
venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a
Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith
negotiate with a view to speedy resolution of such dispute within ten (10) business days ofthe receipt of such notice.

20
Exhibit A
PERMITTED ZENDESK MARKS FOR USE BY PARTNER
A. Logos:
B. Box Letter Trademarks: Zendesk® or ZENDESK® (Top level Zendesk Mark associated with all of
Zendesk’s help desk product line).

21
EXHIBIT B
Referral Fees
ARR TO ZENDESK
FROM TO REFERRAL FEE % MAX PAYOUT
$0 $5,000 25.0% $1,250
$5,001 $10,000 20.0% $2,000
$10,001 $25,000 17.5% $4,375
$25,001 $50,000 15.0% $7,500
$50,001 $100,000 12.5% $12,500
$100,001 $250,000 10.0% $25,000
$250,001 $500,000 8.0% $40,000
$500,001 $1,000,000 6.0% $60,000
$1,000,001 $2,500,000 5.0% $125,000
$2,500,001 $5,000,000 4.0% $200,000
$5,000,001+ CAP $200,000

Zendesk reseller agreement worldwide template_dec_1_14[3]

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