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AG 24-026 - FRESHSERVICE, INC.RETURN TO: TERRY SMITH EXT: 2550 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: INFORMATION TECHNOLOGY 2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2547 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT M GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT ($G, BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: FRESHSERVICE - IT SERVICE DESK MANAGEMENT 6. NAME OF CONTRACTOR: FRESHSERVICE, INC ADDRESS: 2950 DELEWARE STREET, SUITE 201, SAN MATEO, CA, 94403 TELEPHONE 1-855-747-6767 E-MAIL: ishan.jain@freshworks.com FAX: SIGNATURE NAME: IShan Jain TITLE Account Executive 7. EXHIBITS AND ATTACHMENTS: 9 SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 12/31/23 COMPLETION DATE: 12/31/24 (With Annual Renewal) 9. TOTAL COMPENSATION $14,467.14 (Annual Amount) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES N NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES ONO IF YES, $ 1,327.14 PAID BY. ❑ CONTRACTOR@ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED e PURCHASING: PLEASE CHARGE TO: 502-1100-046518-88414 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER 0 DIRECTOR TF - 12/26/23 ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW KVA 12/27/2023 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING , SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: - 3 4'-OZ4 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.•support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT R SIGNATORY (MAYOR OR DIRECTOR) r ❑ CITY CLERK Oil ON,291102+ ❑ ASSIGNED AG# AG# Aw— COMMENTS: 2/2017 DocuSign Envelope ID: 4A8301 BB-CE61-48F6-B835-21061 EB9CD44 4 freshworks Service Order Form CUSTOMER INFORMATION Billing Contact information Shipping Contact Information Contact Name: Thomas Fichtner Contact Name (Shipping): Thomas Fichtner Organization: City of Federal Way Organization: City of Federal Way Email address: thomas.fichtner@cityoffederalway.com Email address: thomas.fichtner@cityoffederalway.com Phone: (253) 350-4748 Phone: (253) 350-4748 Bill -To Address: 8th Avenue South, Federal Way, Washington, 98003, United States Ship -To Address: 8th Avenue South, Federal Way, Washington, 98003, United States Subscription Term Start Date: December 31, 2023 Subscription Term End Date: December 30, 2024 Subscription Term: 12 Months Billing Frequency: Annual PO required on Invoice: No PO Number (If Applicable): Payment Method: ACH Payment Terms: Net 30 Applicable Tax Registration: US Sales Tax (FEIN) Tax Registration ID: 911462550 Is Tax Exempt: No Annual FRSHW-237701 I Powered by Dealhub I Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 DocuSign Envelope ID: 4A8301 BB-CE61-48F6-B835-21061 EB9CD44 . freshworks Add -on Freshservice $75.00 10% $67.50 12 3 $2,430.00 - Assets (Pack of 500) Discount 22.61% Total Price $13,140.00 Total Net Price: I I I 'The Fees captured in this Service Order Form is in USD currency. • The Subscription Term will automatically renew for successive terms unless terminated in accordance with the Terms of the Agreement. . 22.61 % discount offered for this subscription. • For any third -party offering or services purchased by a Customer (through the Freshworks Marketplace, provided directly by such third -party, or otherwise facilitated by Freshworks), shall be governed by the applicable customer agreement provided by such third -party and not the Agreement. Customer acknowledges that Freshworks is not responsible for such third party offering or services and Freshworks disclaims all liability resulting from the use of such third -party offering or services. For any third -party offering or services the Customer will have to renew the subscription for such third -party offering or services from the applicable service provider prior to the end of the billing end date. • The continued activation of Customer's Account is based on the successful payment of the Fees. • This Service Order Form is governed by the Freshworks Terms of Service found at https:l!%\-wm freslyN,orks.conyterni.s , unless Customer has a written Freshworks master services agreement executed between Customer and Freshworks Inc. for the Services purchased hereunder, in which case such written Freshworks master services agreement will govern (in either case, the "Agreement"). • The Freshworks Products listed above may have supplemental terms associated with FRSHW-237701 I Powered by Dealhub I Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 DocuSign Envelope ID: 4A8301BB-CE61-48F6-B835-21061EB9CD44 f res hworks their use which are available at ,aril}, w%N.freshworks.com,terms:supnlemental- terms/. By signing below, Customer represents that the signatory is a duly authorized agent of Customer and hereby waives all claims to the contrary. Freshworks Inc. City of Federal Way Name Dawn Ryden Name O /L c�ifNE Title Authorized signatory Title btzEdvoe pf�T:A ,%- Signature DocuSigned by: X [',y. �� ss2s� a Signature f , Date December 29, 2023 j 9 20 AM PST Date �12-02-3 DS 1 f—l—rks APPROVED FRSHW-237701 I Powered by Dealhub I Freshworks Inc., 29SO S. Delaware Street, Suite 201, San Mateo, CA 94403 Certificate Of Completion Envelope Id: 4A8301 BBCE6148F6B83521061 EB9CD44 Subject: DD:2259774:CityofFederalWay-Freshworks-SOF-Signed.pdf Source Envelope: Document Pages: 3 Signatures: 1 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Stamps: 1 Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/29/2023 9:11:48 AM Signer Events Deal-desk-docusign deal-desk-docusign@freshworks corn Freshworks Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dawn Lyden dawn.lyden@freshworks.com Authorized Signatory Freshworks Inc. Signing Group: Standard Contracts-GroupA Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Kumar Prateek kumar prateek@freshworks.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Docuftn- Status: Completed Envelope Originator: Deal-desk-docusign 2950 S Delaware St Suite 201 San Mateo, CA 94403 deal-desk-docusign@freshworks com IP Address: 13 233.52.70 Holder: Deal-desk-docusign Location: DocuSign deal-desk-docusign@freshworks.com Signature Timestamp Sent: 12/29/2023 9:14:27 AM Viewed: 12/29/2023 9:15:00 AM =J Signed: 12/29/2023 9:15:07 AM Using IP Address: 13.233.52.70 Fa,1151,1,d 1,: Sent: 12/29/2023 9:15:13 AM Wt Viewed: 12/29/2023 9:19:54 AM M155749G449F... Signed: 12/29/2023 9:20:01 AM Signature Adoption: Pre -selected Style Using IP Address: 24.5.76.201 Signed using mobile Signature Timestamp Status Timestamp Status Timestamp Status Timestamp Status Timestamp Status Timestamp COPIED Sent: 12/29/2023 9:20:08 AM Carbon Copy Events fttw ISHAN JAIN ishan.jain@freshworks.com COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Notary E-Onts ftnatun Envelope Summary Events Gmts Envelope Sent Hashed/Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Timestamp Sent: 12/29/2023 9:20:10 AM Timestamp Timestamp TimestawW 12/29/2023 9:14:27 AM 1212WO23 9:19:54 AM 12/29/2023 9:20:01 AM 12/29/2023 9:2010 AM Payt Status Timestamps Freshworks Terms of Service For an independent reviESearideaumelaaq IttheSceahvodit.Terms and Conditions of Effective Date November 20, 2023 For the prior version, please click here. BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. Modifications to this Agreement: From time to time, Freshworks may modify this Agreement. Unless otherwise specified by Freshworks, changes become effective for Customer upon renewal of the then -current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. Freshworks will use reasonable efforts to notify Customer of the changes through communications via Customer's Account, email or other means. The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. These Terms of Service (the "Agreement") is entered into by and between Freshworks Inc., a Delaware corporation ("Freshworks" or "Provider") and the person or entity placing an order for or accessing the Service ("Customer" or "you"). In consideration of the terms and conditions set forth below, the parties agree as follows: 1. Provision of Service. Freshworks will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement, including the Data Processing Addendum ("DPA"), the Professional Services Agreement ("PSA" ), the BAA, if applicable (as defined below), the laws and government regulations applicable to Freshworks' business, during each Subscription Term, and if applicable, the Privacy Notice. During the Subscription Term, Freshworks grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of Users included in the Service Plan or otherwise noted in the SOF, including the right to download, install, and use the Mobile Apps in connection with the authorized use of the Services. 2. Responsibilities of Customer a. Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate, and complete so that Freshworks may send notices, statements, and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify Freshworks promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. Freshworks and its Affiliates will not be liable for any damage or loss that may result from Customer's breach of the foregoing obligations. b. Acceptable Use. Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any Service Order Form pursuant to which Customer subscribes to the Services, and the terms of this Agreement. Customer agrees to comply with the Freshworks Acceptable Use and Conduct Policy (as defined below) which is hereby incorporated into this Agreement. c. Use Restrictions. Customer agrees not to use the Freshworks Technology (as defined below): (i) to process data on behalf of any third party other than Customer's Users and End Users; (ii) in violation of applicable law; (iii) to store or transmit any content that infringes upon any third party's intellectual property rights; (iv) for competitive intelligence or performance benchmarking purposes; (v) to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Freshworks Technology available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (vi) to falsely imply any sponsorship or association with Freshworks; or (vii) to decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of Freshworks Technology. 3. Customer Data a. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Freshworks Technology. Subject to the terms of this Agreement, Customer hereby grants to Freshworks and its Affiliates a non-exclusive, worldwide, royalty -free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve the Freshworks Technology and perform all related obligations owed to Customer under this Agreement, or as may be required by law. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Freshworks under this Agreement. If Customer is subject to the US Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"), Customer may not upload protected health information ("PHI") as defined by HIPAA, unless Customer has entered into a business associate agreement with Freshworks, which will govern the parties' respective obligations with respect to any PHI uploaded by Customer to the Services, Software, or Mobile Apps ("BAA"). b. Data Security. The parties will comply with the terms of the DPA, which is incorporated into this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. Freshworks will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. Freshworks measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that Freshworks and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA, and the Privacy Notice. 4. Intellectual Property a. Ownership Rights. Customer Data is Customer's Confidential Information under this Agreement. Customer and its licensors retain all right, title, and interest in and to the Customer Data and all of Customer's Confidential Information provided under this Agreement, and Freshworks obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice. Freshworks and its licensors retain all right, title, and interest in and to Freshworks Technology and Usage Data (as defined below). Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. Freshworks may freely use and incorporate into Freshworks' products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to Freshworks' products or services. Feedback and any other suggestions are provided by Customer exclusively "AS IS," in Customer's sole discretion, and will not be used by Freshworks in any way that identifies or permits identification of Customer, its Affiliates, Users, or End Users. Customer agrees that its name, logo, and/or use case may be used by Freshworks in marketing materials ("Promotional Materials"). Promotional Materials may be for both internal and/or external purposes of Freshworks and such rights granted herein shall be worldwide, perpetual, and in any media. Customer may request that Freshworks stop the use of Promotional Materials of Customer by submitting an email to fw.insiders@freshworks.com at any time. It may take us up to thirty (30) days to process a request. b. Usage Data. Notwithstanding anything to the contrary in this Agreement, Freshworks may collect and use any data that is gathered in or derived from the use of the Services ("Usage Data") to develop, improve, support, and operate its products and services. Freshworks shall not share with a third party any Usage Data that includes Customer's Confidential Information except (i) in accordance with Section 8 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that the data no longer directly identifies Customer or Customer's Users. c. Updates. Freshworks may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements; provided, however, that (i) Freshworks will not materially decrease the overall functionality of the Services or Software during Customer's Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law and (ii) any such modifications are made on a prospective and nondiscriminatory basis. Such modifications to any Services, Service Plans, or Software are subject to this Agreement. Customer agrees that its purchase to subscriptions of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by Freshworks with respect to future functionality or features. d. Other Services. Freshworks or other third parties may make available (for example, through the Freshworks Marketplace currently located at https://www.freshworks.com/apps/) or other forums, third -party products or services ("Third -Party Services"). These Third -Party Services may integrate with the Services and are not licensed by Freshworks pursuant to this Agreement, but are governed by the third party provider's terms and conditions and privacy policies that accompany them, which Customer must separately accept, and the Freshworks Marketplace User Terms. Freshworks does not warrant or support Third -Party Services, unless expressly provided otherwise in an SOF. Freshworks is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such third party. The Service may contain features designed to interoperate with Third -Party Services. Freshworks cannot guarantee the continued availability of such Third -Party Services and may cease supporting them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the Third -Party Service provider ceases to make the Third -Party Service available for interoperation with the corresponding Service features in a manner acceptable to Freshworks. Customer understands that Freshworks is not responsible for providing technical support for the Third -Party Services and that Freshworks is not responsible for the data hosting and data transfer practices followed by the providers of such Third -Party Services. 5. Fees and Payment a. Fees and Payment. All charges associated with Customer's Account ("Fees") are set forth in the applicable SOF or Website. For credit card payments, the payment is due immediately upon receipt of invoice. Customer hereby authorizes Freshworks or our authorized agents, as applicable, to bill your credit card upon subscription to the Services (and any renewal thereof). For payments through other accepted methods, payment is due and payable in full within thirty (30) days from the invoice date or as stated in the applicable SOF. Payment obligations are non -cancelable, regardless of utilization by the Customer and except as expressly permitted in this Agreement, Fees paid are non-refundable. Customer will pay the Fees through an accepted payment method as specified in the applicable SOF or Website. Unless otherwise set forth in the SOF, Customer's subscription to the Services will renew automatically for a Subscription Term in accordance with the renewal terms and conditions set forth in Section 6(b) below. During the Subscription Term, the Customer shall not: (i) reduce their User count, or (ii) downgrade their Service Plan. b. Late Payments. If undisputed Fees are more than thirty (30) days overdue, then, following written notification from Freshworks, Freshworks may suspend Customer's access to the Freshworks Technology, including, without limitation, Customer's Account, until such unpaid Fees are paid in full. c. Payment Disputes. Freshworks will not exercise its rights under Section 5(b) (Late Payments), Section 6(c)(i) (Suspension of Service), or Section 6(d) (Termination for Cause) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, Freshworks will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full. d. Applicable Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Freshworks is legally required to collect the same, will be itemized on the Freshworks invoice. If Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer will gross up the payments so that Freshworks receives the amount actually quoted and invoiced. If Freshworks has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides Freshworks with a valid tax exemption certificate authorized by the appropriate taxing authority. Additional information on how Freshworks may apply tax requirements can be found at https-//www.freshworks.com/company/sales-and-service-tax-faqs/. e. Orders by Affiliates. Customer's Affiliates may purchase Services directly from Freshworks by executing an SOF which is governed by the terms of this Agreement. Such SOF will establish a new and separate agreement between the Customer's Affiliate and the Freshworks entity signing such SOF. If the Affiliate resides in a different country than Customer, then the SOF may include modifications to terms applicable to the transaction(s) (including but not limited to tax terms and governing law). f. Purchases from Channel Partners. Customer may procure use of any Services, Software, or Mobile Apps from a third -party authorized reseller of Freshworks, including third party marketplaces ("Channel Partner") pursuant to a separate agreement with the Channel Partner. Customer's use of any Services, Software, or Mobile Apps procured through a Channel Partner will be subject to the terms of this Agreement, and all fees payable (including all applicable Taxes) for such use will be payable to the Channel Partner pursuant to the terms agreed to between Customer and Channel Partner. Customer understands and agrees that, if Customer purchased the Services, Software, or Mobile Apps subscriptions via a Channel Partner, service credits and refunds payable under this Agreement may be payable or applied by Channel Partner acting on behalf of Freshworks in proportion to the fees paid by Customer to the Channel Partner, and the discharge by the Channel Partner of such obligations will relieve Freshworks of the same under this Agreement. 6. Term, Termination and Suspension a. Term. This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then -current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website) and continue for the Subscription Term specified therein. b. Renewal. Unless a party gives written notice of non -renewal or downgrade at least sixty (60) days'prior to the expiration of the relevant Subscription TermService Plans will automatically renew at the same number of Users and at the same Service Plan (including any add-ons), for a period equal to the previous Subscription Term. Freshworks reserves the right to increase the Fees at the beginning of each Subscription Term, including any automatically renewed term. Any Fees for a renewed Subscription Term are due upon the date of renewal. c. Suspension. Freshworks may suspend Customer's access to the Services, Software, Mobile Apps and/or Customer's Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, per the process noted in Section 5(b) above; (ii) non -renewal of the Services by Customer; (iii) Customer's or its Users' breach of Section 2 (Use Restrictions); or (iv) in the event suspension is deemed necessary by Freshworks to prevent or address the introduction of Malicious Software (as defined in Section 9.b below), a security incident, or other harm to Customer, Freshworks, or Freshworks' other customers. Freshworks will notify Customer of any such suspension. Freshworks will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Freshworks Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer's other obligations under this Agreement. d. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. e. Free Trial Customers. Upon the expiration of Customer's free trial, Freshworks may immediately suspend Customer's access to the free trial Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement, Freshworks will have no obligation to maintain, store, or otherwise retain Customer Data beyond the end of the free trial period. 7. Data Export and Retention. Upon termination or expiration of this Agreement or any SOF for any reason, Customer's access to the Services, Software, Mobile Apps, APIs, and other Freshworks Technology will terminate. Freshworks strongly recommends that Customer export all Customer Data before Customer closes Customer's Account. Freshworks will make Customer Data available for export for fourteen (14) days from the effective date of the closure of Customer's Account due to: (i) the termination or expiration of this Agreement, or (ii) termination or expiration the applicable SOF ("Data Export Period"). Where Customer Data is retained by Freshworks and can be exported, and provided that Customer is current on its payment obligations as described in Section 5, Customer may contact Freshworks within the Data Export Period at support@freshworks.com to have Freshworks export Customer's Customer Data. Beyond such Data Export Period, Freshworks reserves the right to retain Customer data for up to three (3) months before deleting all Customer Data in the normal course of operation except as necessary to comply with Freshworks legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted. 8. Confidentiality. Each party will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party's Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation. The provisions of this section will supersede any non -disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. 9. Warranties/Disclaimer of Warranties a. Service Warranty. Freshworks warrants that the Services, Software, or Mobile Apps will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty, Freshworks will use diligent efforts to correct the Services, Software, or Mobile Apps so the foregoing warranty is met, and if Freshworks is unable to make such corrections in a timely manner, either party may terminate the applicable SOF, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Customer has pre- paid for the applicable Services, Software, or Mobile Apps purchased thereunder. This warranty will not apply if the error or non-conformance was caused by Customer's breach of this Agreement or Customer's or its Users' misuse of the Services, Software, and Mobile Apps, modifications to the Services, Software, and Mobile Apps by anyone other than Freshworks or its representatives, or third -party hardware, software, or services used in connection with the Services, Software, and Mobile Apps. b. Malware Warranty. Freshworks warrants that the Services hosted by Freshworks will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of Freshworks or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices, or similar destructive or harmful code or code that self -replicates (collectively, "Malicious Software"). c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON - INFRINGEMENT. 10. Indemnification a. Indemnification by Freshworks. This section states Freshworks' entire liability and Customer's exclusive remedy with respect to an IP Claim. Freshworks will defend Customer, and its officers, directors, and employees against any Claim, from any third party claim alleging that Customer's use of the Freshworks Technology accessed or used in accordance with this Agreement infringes such third party's patent, copyright and/or trademark intellectual property rights (an "IP Claim"), and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer, or agreed in settlement by Freshworks (including reasonable attorneys' fees) resulting from such IP Claim. Freshworks will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Freshworks Technology by Customer, its Affiliates or Users; (ii) modification of the Freshworks Technology by anyone other than Freshworks or its representatives; or (iii) the combination, operation, or use of the Freshworks Technology with other data, hardware, or software not provided by Freshworks. If Customer's use of the Freshworks Technology results (or in Freshworks' opinion is likely to result) in an IP Claim, Freshworks may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non -infringing; or (c) if options (a) or (b) are not commercially reasonable as determined by Freshworks, then either Customer or Freshworks may terminate Customer's subscription to the Service, whereupon Freshworks will refund Customer, on a pro -rated basis, any Fees Customer has previously paid Freshworks for the corresponding unused portion. b. Indemnification by Customer. Customer will defend Freshworks and its Affiliates from any third party claim ("Claim"), and will indemnify and hold harmless Freshworks and its Affiliates from and against any damages and costs awarded against Freshworks and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys' fees) resulting from such Claim, to the extent caused by: (i) Customer's or its Affiliate's unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, (ii) Customer's or its Affiliate's violation of laws applicable to Customer's or its Affiliate's business. c. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 10, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party's sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party's expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 10 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party's prior written consent. 11. Limitation of Liability a. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER -SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY. b. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO FRESHWORKS IN THE APPLICABLE SOF IN THE TWELVE MONTHS PRECEDING THE CLAIM. c. THE PARTIES AGREE THAT THIS SECTION 11 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAP SET FORTH IN THIS SECTION WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SOF. d. CUSTOMER UNDERSTANDS AND AGREES THAT THE PRIMARY INTENT OF SECTION 11 IS TO DISTRIBUTE THE RISKS ASSOCIATED WITH THIS AGREEMENT BETWEEN BOTH PARTIES. THIS LIMITS POSSIBLE LIABILITIES, TAKING INTO ACCOUNT THE COST OF THE FEES. IF FRESHWORKS WERE TO TAKE ON ADDITIONAL LIABILITY BEYOND WHAT IS SPECIFIED IN THIS AGREEMENT, THE FEES WOULD HAVE BEEN MARKEDLY HIGHER. 12. Miscellaneous. a. Use of Third Parties for Payment Processing. Freshworks may use a third -party service provider to manage payment processing provided that such service provider is not permitted to store, retain, or use Customer's payment account information except to process Customer's payment information for Freshworks. Customer must notify Freshworks of any change in Customer's payment account information, either by updating Customer's Account or by e-mailing Freshworks at support@freshworks.com. b. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all SOFs), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void. c. Entire Agreement. This Agreement, together with any SOF, the Privacy Notice, the DPA, and Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements or communications between Customer and Freshworks, including but not limited to Customer registration forms and purchase orders, regarding the subject matter hereof. In the event of a conflict between the Privacy Notice, the Supplemental Terms, or any SOF and this Agreement, the order of precedence will be, first, the Privacy Notice, second, the SOF, third, the Supplemental Terms, and fourth the DPA, and fifth this Agreement. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect. d. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties. e. Survival. Sections 2.b (Use Restrictions), 4 (Intellectual Property), 5 (Fees and Payment), 6 (Term, Termination and Suspension), 8 (Confidentiality), 9.c (Warranty Disclaimer), 10 (Indemnification ), 11 (Limitation of Liability), 12.c (Entire Agreement), 12.f (Survival), 12.g. (Notices), 12.j (Governing Law), 12.k (Dispute Resolution), and 13 (Definitions) will survive any termination of the Agreement. Termination of this Agreement will not limit either party's liability for obligations accrued as of or prior to such termination or for any breach of this Agreement. f. Notices. All notices to be provided by one party to the other under this Agreement may be delivered in writing by (i) nationally recognized overnight delivery service or US mail to the mailing address provided on the SOF; or (ii) electronic mail to the e-mail address provided for Customer's Account. The address for a notice to Freshworks is: Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 with a copy to legal@freshworks.com by electronic mail. All notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) business days after being deposited in the mail or with a courier as permitted above. g. Anti -Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Freshworks at legal@freshworks.com. h. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party's reasonable control, including but not limited , acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party's control, including, without limitation, denial of service attacks ("Force Majeure Event"). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement and all SOFs on written notice to the non -performing party. If Freshworks is the party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services, Software or Mobile Apps for the period noted herein, and Customer terminates this Agreement and all SOFs, then Freshworks will provide Customer a refund of fees paid by Customer pro -rated as of the date the Force Majeure Event commenced. i. Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County for any claims or dispute relating to this Agreement. j. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will first be determined by arbitration in San Francisco, California. The arbitration will be administered by JAMS pursuant to its arbitration rules and procedures. Judgment on the Award may be entered in any court having jurisdiction. This section will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. k. Export Compliance and Use Restrictions. The Services and other Software or components of the Services which Freshworks may provide or make available to Customer or Users may be subject to U.S. (or other territories) export control and economic sanctions laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") and the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws"). Customer agrees to comply with all the Export Control Laws as they relate to access to and use of the Services, Software, and such other components by Customer and Users. Customer shall not access or use the Services if Customer is located in any jurisdiction in which the provision of the Services, Software or other components is prohibited under U.S. or other applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive U.S. trade sanctions (including, without limitation Cuba, Iran, North Korea, Syria or the Crimea or so-called Donetsk People's Republic (DNR) or Luhansk People's Republic regions of Ukraine) (a "Prohibited Jurisdiction") and Customer shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (i) Customer is not named on, or owned or controlled by any party named on any U.S. government (or other government) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) Customer is not a national of, located in, or a company registered in, any Prohibited Jurisdiction, (iii) Customer shall not permit Users to access or use the Service in violation of any Export Control Laws, (iv) no Customer Data created or submitted by Customer is subject to any restriction on disclosure, transfer, download, export or re- export under the Export Control Laws, and (v) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer and Customer's Users are located. Customer further agrees that Customer will not use the Services to disclose, transfer, download, export or re-export, directly or indirectly, any Customer Data to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Customer may be subject. Customer acknowledges that the Service and other Software may not be available in all jurisdictions and that Customer is solely responsible for complying with the Export Control Laws. I. Federal Government End Use Restrictions. If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, this Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Service is licensed to Customer with only those rights as provided under the terms and conditions of this Agreement. 13. Definitions. "Account" means any accounts or instances created by or on behalf of Customer for access to and use of any of the Services. "Affiliate" or "Subsidiaries" means with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. "Acceptable Use and Conduct Policy" means the Freshworks Acceptable Use and Conduct Policy, which is located currently at https://www.freshworks.com/aup/, as updated from time to time. "Confidential Information" means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as "confidential" (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. "Customer Data" means all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users and End Users, submitted to the Services by Customer or its Users through Customer's Account in connection with Customer' use of the Services. "Data Processing Addendum" or "DPA" means Freshworks' Data Processing Addendum at https://www.freshworks.com/data-processing-addendum/ as updated from time to time. "Documentation" means, the then -current, generally available user documentation provided by Freshworks detailing the functionalities of the Software and the Services. "End User" means, any person or entity other than Customer or Customer's Users with whom Customer interacts using the Services. "Freshworks Technology" means (i) the Services, Software, Mobile Apps, Documentation, Freshworks' APIs, Freshworks' website(s), and any content published on the Freshworks' websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) Freshworks' Confidential Information, and (iv) any modifications or derivative works of the foregoing. "Marketplace User Terms" means, the Freshworks Marketplace User specific terms located currently at https-//www.freshworks.com/marketplace-user-terms/ as updated from time to time. "Mobile Apps" means, the Freshworks-branded Software applications provided by Freshworks to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices). "Personal Data" means, data relating to an individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller (as defined under applicable data protection laws). "Privacy Notice" means, Freshworks' privacy notice currently at www.freshworks.com/privacy, as updated from time to time. "Professional Services Agreement" or "PSA" means, Freshworks' professional services agreement located at www.freshworks.com/terms/professional-services, as updated from time to time. "Service Order Form or SOF" means (i) any service order referencing this Agreement and executed by Customer and Freshworks, or (ii) any online ordering document or process completed by Customer, including any online registration through a Website, each of which detail, (a) the Services subscribed to and the corresponding Service Plans, (b) the number of Users authorized to use the Services, (c) Fees payable to Freshworks, (d) the applicable Subscription Term, and (e) any relevant additional terms and conditions. This may also include any change order forms. "Service(s)" means, the Freshworks software -based service offerings identified on the SOF and any Updates, including any Software, API or Documentation made available by Freshworks with such offering, but excludes any applications or APIs separately provided by third parties. "Service Plans" means, the pricing plans and other packaged offering limitations for and the applicable Services for which Customer subscribes with respect to any User. "Software" means the generally available software provided by Freshworks in connection with Customer's use of the Services, and includes Mobile Apps, but excludes any applications or APIs that are provided by third parties. "Subscription Term" means, the period stated on a SOF during which Customer subscribes to the Services. "Supplemental Terms" means, the Services specific terms found, which are located currently at https-//www.freshworks.com/terms/supplemental-terms/ as updated from time to time. "Update" means, the generally available updates, upgrades, hot fixes, patches, workarounds to the Software or Service provided by Freshworks to all subscribing customers, but excludes separately priced new products or modules. "User" or "Agent" means, any individual who is authorized by Customer to use the Services, including an Account administrator, employees, consultants, contractors, and agents of Customer or its Affiliates, and third parties with which Customer or its Affiliates transact business. Freshworks Supplemental Terms Effective Date December 12, 2023 These Supplemental Terms ("Supplemental Terms") apply to specific Services or aspects of Services as described herein and supplement and form a part of the Freshworks Terms of Service found at https://www.freshworks.com/terms/ unless Customer has a written Freshworks master services agreement executed between Customer and Freshworks Inc. for the Services, in which case these Supplemental Terms will supplement and form a part such written Freshworks master services agreement (in either case, the "Agreement"). Notwithstanding anything to the contrary in the Agreement, Freshworks reserves the right, at its sole discretion, to update the Supplemental Terms in relation to the development of new or updates to existing features and functionality or Applicable Law. Customer's continued usage of the Services may be relied upon by Freshworks as Customer's acceptance of the then -current version of these Supplemental Terms. Sections entitled Beta and Free Services, Data Deletion, and AI -Powered Features will survive any termination of the Agreement. Beta and Free Services Freshworks may offer certain Services as closed or open beta services during a testing and evaluation period ("Beta Services") or on a non -trial, free basis (together, "Free Services"). Because Beta Services can be at various stages of development, operation and use of the Beta Services may be unpredictable. Customer acknowledges and agrees that, notwithstanding anything to the contrary in the Agreement: (1) Beta Services have not been fully tested; (2) Customer's use of Beta Services will be for purposes of evaluating and testing new functionality and providing Feedback to Freshworks; (3) Freshworks has no obligation to Customer to (i) further develop or release the Free Services or (ii) provide support for the Free Services; (4) Customer bears the sole risk of using the Free Services; (5) Freshworks provides the Free Services to Customer "as -is" and gives no representation, warranty, indemnity, or guarantee of any kind; and (6) Section 11 (Indemnification) does not apply to any Customer only using Free Services and the liability of any such Customer under the Agreement is not limited in any way. To the maximum extent permitted by law, Freshworks' total aggregate liability and that of its suppliers relating to Beta Services is expressly limited to 100 USD for any and all damages regardless of the nature of the claim or theory of liability. Customer agrees that Freshworks has the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. Freshworks reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Free Services with or without notice to Customer. Freshworks also reserves the right to make the Free Services available for a Fee. Data Deletion If Customer wishes to permanently delete Customer Data before the Data Export Period, contact support@freshworks.com. Short Message Services ("SMS") and Multimedia Messaging Services ("MMS") (together "Texting Services") and Voice Communications Certain Services facilitate the transmission and/or receipt of SMS, MMS, and voice communications (collectively, "Communication Services"). Customer acknowledges and agrees that Communication Services are provided by way of interfaces with services provided by Twilio Inc. or any of its affiliates ("Twilio"). Customer acknowledges and agrees that Customer's use of Communication Services is, in addition to being subject to this Agreement, subject to certain terms and conditions imposed by Twilio relating to its provision of Communications Services and related functionalities, including, without limitation, those set forth at: https://www.twilio.com/legal/messaging-policy: https://www.twilio.com/legal/aup-, https://www.twilio.com/guidelines/sms; httos://www.twiIio.com/legaI/service-country-specific-terms; https://www.twilio.com/legal/privacy; and any restrictions on use described in Twilio's documentation at https://support.twilio.com/hc/en-us (e.g., Forbidden message categories for SMS and MMS in the US and Canada); in each case as same may be updated from time to time (collectively, "Twilio Terms"). Customer agrees to (i) comply with the Twilio Terms and any applicable law or regulation relating to the Communications Services including but not limited to telephone recording and wiretapping laws and laws and regulations related to telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act, the Telemarketing Sales Rule, and CAN-SPAM Act and associated regulations, (ii) attain any necessary prior consent from any individuals or businesses with whom Customer communicates via the Communication Services, (iii) provide Freshworks with a validated street address as the registered place of use for each telephone number associated with the Communications Service, including any additional information such as suite, office number, building number or similar information necessary to adequately identify the location of the user ("Registered Location"), and to notify Freshworks in writing at least one week prior to changing such Registered Location, and (iv) indemnify, defend, and hold Freshworks and its Affiliates harmless from and against any costs related to third -party claims or regulatory actions arising from any of the foregoing or from any person's use or attempted use of the Communications Services in accordance with the terms of Section 11 of the Freshworks Terms of Service. Customer further agrees that notwithstanding any other provision of the Terms of Service or these Supplemental Terms, Freshworks and its Affiliates have no liability for any (1) service unavailability or failure of the Communications Services or the efficacy of emergency communications except to provide a credit for any payments made by Customer for a period in which the Communications Services were not available solely due to the fault of Freshworks or its suppliers, or (2) for any damage, liabilities, losses, or any other consequences caused by Customer's failure to maintain correct Registered Location information or to inform all potential users of the limitations of the Communications Services. Customer agrees to cooperate with Freshworks and with requests Twilio makes of Freshworks to the extent reasonably necessary to ensure that the Communication Services are being deployed in accordance with applicable law and regulations. If Twilio reports to Freshworks that Customer is allegedly violating the Twilio Terms, Freshworks will provide notice to Customer to cease the offending activity. If Customer is unable to cease such activity, Freshworks may take actions to restrict the offending activity, including, without limitation removing access to the Communication Services. Customer acknowledges that as between Customer and Freshworks, Customer is the initiator and sender of any SMS or MMS message or call transmitted through the Communications Services, whether sent or made manually or by means of an automation. Freshworks may disable phone numbers provided to Customer in connection with the Communication Services if such numbers are substantially underused for 60 days or if Customer's subscription to the Communication Services is otherwise suspended, terminated, or cancelled. Some jurisdictions may require that Customer have an address within such jurisdiction or provide additional information or documentation to purchase or use a phone number within the jurisdiction. If Customer requests a phone number in such a jurisdiction, Customer agrees to provide this information as reasonably requested by Freshworks and authorizes Freshworks to disclose the provided information to appropriate third parties. Customer acknowledges that such a phone number in such a jurisdiction may be taken out of service or not provisioned if Customer does not provide the requested information. If and to the extent that (i) Communication Services are a number -based or number - independent interpersonal communications service under the European Electronic Communications Code (as established by Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018) (the "EECC"), (ii) Customer is a micro -enterprise, small enterprise, or not -for -profit organization and (iii) Freshworks provides Customer with Communication Services within the European Economic Area or the United Kingdom, Customers agrees to and does hereby waive any rights (to the extent applicable) that Customer may have under: (i) Article 102(1) of the EECC, which would allow Customer to receive certain pre -contractual information; (ii) Article 102(3) of the EECC, which would allow Customer to receive a contract summary; (iii) Article 102(5) of the EECC, which would allow Customer to monitor and control usage of interpersonal communications services; (iv) Article 105(1) of the EECC, which limits the maximum contract duration; (iv) Article 107(1) of the EECC, which extends other rights in the EECC to all services provided under the Agreement; and (v) Article 107(3) of the EECC, which relates to contract extensions. Customer further agrees that: a) when enabling the Communications Services, Customer is consenting, on behalf of Customer and its Users and End Users to the processing of Customer Data (as generated by or necessary for the provision or operation of the Communications Services) by a third -party service provider; b) use of Communications Services is subject to the payment of additional Fees as detailed on the website; c) unless Customer chooses to turn off the recording feature, all calls made using the Voice Services are recorded. Customer is responsible for obtaining consent from its Users and End Users for any voice recordings made using the Voice Services; d) the Communications Services are not intended to be used for emergency texts or calls to any emergency services that are designed to be routed based upon the location of the origination of the communication or to supply the receiving party with such location information (including, but not limited to, 911 in North America, 112 in Europe, and 999 and 110 and other emergency calling codes where used) ("Emergency Communications"); and e) upon Customer's access to the Communications Services being suspended or terminated, the phone numbers will also be disabled. Port -out: In the event that Customer wishes to port -out its phone number(s) upon termination of its subscription to the Voice Services Customer agrees to notify su ortfreshworks.com to request assistance in the port -out to the third -party service provider of Customer's choice. The Communications Services require terminal equipment, electrical power, and Internet access to work. Customer is solely responsible for providing these necessary elements and arranging for any desired back-up power and access options. Limitations on and of Use of Services for Emergency Communications Customer expressly agrees that: (i) the Communications Services are not intended to be used for Emergency Communications; (ii) Customer has arranged for other effective and reliable methods for Emergency Communications to be available at all times to any persons who may have occasion to use the Communications Services; and (iii) Customer has trained all such users and posted conspicuous reminder notices that would be seen by all such potential users that alternatives to the Communications Services should be used for Emergency Communications and that any such use is subject to the potential limitations described in the paragraph below. Notwithstanding the foregoing, if the Communications Services are used to try to call or text 911 or another Emergency Communications center, a communication may be initiated but these communications may differ from 911/E911 or other Emergency Communications functions furnished by traditional telephone service providers in at least the following ways: (1) Customer's failure to provide correct registered location information or a user's relocation of the equipment used to access the Service could result in a failure to complete or non -optimal routing of the emergency call to an incorrect emergency authority or public safety answering point, or a misunderstanding by the emergency authority of the user's actual location; and (2) Emergency Communications will not be available if the Communications Service is unavailable for any reason, such as a lack of Internet access or electrical power. Session Replay If Customer uses the session replay feature, Customer acknowledges and agrees that it is Customer's responsibility to obtain the necessary consents and authorizations required under applicable law in connection with the use of this feature. Learn more about Session Replan. Messaging Integrations Certain Services contain integrations with third -party messaging platforms (such integrations, the "Messaging Integrations," and such third -party messaging platforms (e.g., WhatsApp, Facebook Messenger, Line, Twitter, and Apple Business Chat, the "Non-Freshworks Messaging Platforms"). Customer hereby acknowledges that the Non-Freshworks Messaging Platforms are Third -Party Services as defined in the Agreement and agrees to comply with the terms of service that such Non-Freshworks Messaging Platforms use to govern the use of their platform(s) (the "Non-Freshworks Messaging Platform Terms"). Freshworks may make Messaging Integrations to other Non-Freshworks Messaging Platforms available as described in the Documentation, and Customer shall comply with all applicable Non-Freshworks Messaging Platform Terms. Customer acknowledges and agrees that (i) Freshworks does not operate the Non- Freshworks Messaging Platforms and does not guarantee the continued availability or performance of the Non-Freshworks Messaging Platforms or the continued interoperability of the Non-Freshworks Messaging Platforms with the Services and (ii) data transmitted via Messaging Integrations is Usage Data. Customer represents and warrants that Customer has provided notice to and received all necessary consents from End Users to contact such End Users using the Messaging Integrations and/or the Non-Freshworks Messaging Platforms. Customer acknowledges that (i) Customer Data and Personal Data may be transferred to and processed by the Non-Freshworks Messaging Platforms as necessary to provide the Services and (ii) Customer is solely responsible for configuring the interoperability of the Services with Non-Freshworks Messaging Platforms to the extent any such actions are required outside of the Services. Customer agrees not to use any Messaging Integrations that integrate with Non- Freshworks Messaging Platforms to (a) facilitate direct conversations between End - Users and healthcare providers; or (b) send or collect any patient data obtained from healthcare providers. Customer acknowledges that the Non-Freshworks Messaging Platforms may charge Customer independently for access and use of their services or the Non-Freshworks Messaging Platforms may charge Freshworks for Customer's use and access, in which case Freshworks may charge related fees to Customer ("Messaging Fees"). WhatsApp Messaging: Customer acknowledges and agrees that Customer's use of Services to access WhatsApp and its related services (i) is subject to the WhatsApp Business Solution Terms and the WhatsApp Business Terms of Service and any such additional terms and conditions as may be incorporated by reference therefrom, including, without limitation, the WhatsApp Business Policy, the WhatsApp Business Data Processing Terms, the WhatsApp Intellectual Property Policy, and the WhatsApp Brand Guidelines and (ii) obligates Customer to pay Freshworks Messaging Fees as set forth in the applicable SOF or Website. Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees that Freshworks may invoice or charge Customer monthly in arrears (or with such other timing and frequency as might be reasonably necessitated by usage -based pricing) for WhatsApp-related Messaging Fees. AI -Powered Features Customer acknowledges and agrees that,Freshworks may utilize Customer Data submitted to the Services for the purposes of providing, maintaining, and improving the Freshworks Technology, including training artificial intelligence ("Al") models and similar or related Services and features, and Customer instructs Freshworks to process its Customer Data for such purposes, provided however, Freshworks will not share Customer Data with any other customers in connection with the foregoing. In carrying out these purposes, Freshworks may combine data collected from different contexts (for example, from Customer's use of two separate Services) to provide Customer a more seamless, consistent, and personalized experience, to make informed business decisions, and for other legitimate purposes. Customer retains all ownership of its Customer Data submitted to the Services and Freshworks retains all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning. Learn more about AI -Powered Features. Freddy Al Customer acknowledges and agrees that Customer's use of Services that facilitate access to OpenAl products or OpenAl-related functionality is subject to certain terms and conditions imposed by Microsoft relating to its provision of OpenAl product access and related products and functionality, including, without limitation, those set forth at Cognitive Services and Applied Al Services, Azure OpenAl Service Preview (Limited Access) (with "your agreement" referring to the Microsoft Online Subscription Agreement for the purposes thereof), Code of conduct for Azure OpenAl Service; and any restrictions on use described in Microsoft's related documentation, in each case as same may be updated from time to time (collectively the "Microsoft Terms"), and Customer consents to the processing of Personal Data as set forth in the Microsoft Terms. Learn more about Microsoft's provision of the Azure OpenAl service. Opt -out: Customers may request that Customer Data be excluded from AI -related processing by submitting such a request to supportpfreshworks.com. PCI-DSS Compliance Customer is responsible for ensuring that its use of a Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS") requirements and shall not store credit card data in a Service except in the designated, encrypted fields designed for such data, as set forth in the Documentation ("Special Fields"). During the Term, Freshworks shall maintain PCI DSS compliance for the Special Fields and is responsible for the security of the credit card data stored, transmitted, and processed in, to, and from the Special Fields, provided, in each case, that Customer's use thereof is in accordance with the Documentation. Learn more about PCI-DSS Compliance. f res hworks Service Order Form CUSTOMER INFORMATION Billing Contact information Shipping Contact Information Contact Name: Thomas Fichtner Contact Name (Shipping): Thomas Fichtner Organization: City of Federal Way Organization: City of Federal Way Email address: thomas.fichtner@cityoffederalway.com Email address: thomas.fichtner@cityoffederalway.com Phone: (253) 350-4748 Phone: (253) 350-4748 Bill -To Address: 8th Avenue South, Federal Way, Washington, 98003, United States Ship -To Address: 8th Avenue South, Federal Way, Washington, 98003, United States Subscription Term Start Date: December 31, 2023 Subscription Term End Date: December 30, 2024 Subscription Term: 12 Months Billing Frequency: Annual PO required on Invoice: No PO Number (If Applicable): Payment Method: ACH Payment Terms: Net 30 Applicable Tax Registration: US Sales Tax (FEIN) Tax Registration ID: 911462550 Is Tax Exempt: No Annual FRSHW-237701 I Powered by Dealhub I Freshworks Inc., 29SO S. Delaware Street, Suite 201, San Mateo, CA 94403 Rs . f res hworks Total Net Price: I I I *The Fees captured in this Service Order Form is in USD currency, • The Subscription Term will automatically renew for successive terms unless terminated in accordance with the Terms of the Agreement. 22.61 % discount offered for this subscription. For any third -party offering or services purchased by a Customer (through the Freshworks Marketplace, provided directly by such third -party, or otherwise facilitated by Freshworks), shall be governed by the applicable customer agreement provided by such third -party and not the Agreement. Customer acknowledges that Freshworks is not responsible for such third party offering or services and Freshworks disclaims all liability resulting from the use of such third -party offering or services. For any third -party offering or services the Customer will have to renew the subscription for such third -party offering or services from the applicable service provider prior to the end of the billing end date. • The continued activation of Customer's Account is based on the successful payment of the Fees. • This Service Order Form is governed by the Freshworks Terms of Service found at htti)s://www.freshworks.com/terms/, unless Customer has a written Freshworks master services agreement executed between Customer and Freshworks Inc. for the Services purchased hereunder, in which case such written Freshworks master services agreement will govern (in either case, the "Agreement"). • The Freshworks Products listed above may have supplemental terms associated with FRSHW-237701 I Powered by Dealhub I Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 f res hworks their use which are available at htti)s://www.freshworks.com/terms/su)2p]emental- terms/. By signing below, Customer represents that the signatory is a duly authorized agent of Customer and hereby waives all claims to the contrary. Freshworks Inc. City of Federal Way Name Name Title Title Signature X Signature X Date Date FRSHW-237701 I Powered by Dealhub I Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 Freshworks Terms of service For an independent review and summary of the Freshworks Terms and Conditions of Service, see our Term Scout rating. Effective Date November 20, 2023 For the prior version, please click here. BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THI, AGREEMENT. IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, TH YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERN THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENTARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHC PERSONNEL. Modifications to this Agreement: From time to time, Freshworks may modify this Agreement. Unless otherwise specified by Freshworks, changes becc effective for Customer upon renewal of the then -current Subscription Term or entry into a new Service Order Form after the updated version of this Agree goes into effect. Freshworks will use reasonable efforts to notify Customer of the changes through communications via Customer's Account, email or oth( means. The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will gove Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. These Terms of Service (the "Agreement") is entered into by and between Freshworks Inc., a Delaware corporation ("Freshworks" or "Provider") an person or entity placing an order for or accessing the Service ("Customer" or "you"). In consideration of the terms and conditions set forth below, the pi agree as follows: 1. Provision of Service. Freshworks will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (H applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement, including the Data Processing Addendum ("DPA"), the Professional Services Agreement ("PSA"), the BAA, if applicable (as defined below), the laws and government regulations applic, Freshworks' business, during each Subscription Term, and if applicable, the Privacy Notice. During the Subscription Term, Freshworks grants to Custom limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of Users included it Service Plan or otherwise noted in the SOF, including the right to download, install, and use the Mobile Apps in connection with the authorized use of the Services. 2. Responsibilities of Customer a. Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to kef Account information current, accurate, and complete so that Freshworks may send notices, statements, and other information to Customer via email or tr its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality o login information and credentials for accessing the Services and will notify Freshworks promptly of any loss, misuse, or unauthorized disclosure of such Ic information and/or credentials of which Customer becomes aware. Freshworks and its Affiliates will not be liable for any damage or loss that may result fr Customer's breach of the foregoing obligations, b. Acceptable Use. Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any Service C Form pursuant to which Customer subscribes to the Services, and the terms of this Agreement. Customer agrees to comply with the Freshworks Accepta and Conduct Policy (as defined below) which is hereby incorporated into this Agreement. c. Use Restrictions. Customer agrees not to use the Freshworks Technology (as defined below): (i) to process data on behalf of any third party other the Customer's Users and End Users; (ii) in violation of applicable law; (iii) to store or transmit any content that infringes upon any third party's intellectual prc rights; (iv) for competitive intelligence or performance benchmarking purposes; (v) to license, sublicense, sell, resell, rent, lease, transfer, assign, distribu' share or otherwise commercially exploit or make the Freshworks Technology available to any third party other than Users and End Users, and then only i furtherance of its permitted business purposes as expressly permitted by this Agreement; (vi) to falsely imply any sponsorship or association with Freshw (vii) to decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any port Freshworks Technology. 3. Customer Data a. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title, and interest (including any and all intellectual property in and to the Customer Data and any modifications made thereto in the course of the operation of the Freshworks Technology. Subject to the terms of thi: Agreement, Customer hereby grants to Freshworks and its Affiliates a non-exclusive, worldwide, royalty -free right to process the Customer Data solely to extent necessary to provide, maintain, and improve the Freshworks Technology and perform all related obligations owed to Customer under this Agreem( as may be required by law. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer and will have sufficient rights in the Customer Data to grant the rights to Freshworks under this Agreement. If Customer is subject to the US Health Insur£ Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"), Customer may not upload protected health information ("PHI") as by HIPAA, unless Customer has entered into a business associate agreement with Freshworks, which will govern the parties' respective obligations with to any PHI uploaded by Customer to the Services, Software, or Mobile Apps ("BAA"). b. Data Security. The parties will comply with the terms of the DPA, which is incorporated into this Agreement by this reference, with respect to the provic processing of Personal Data as defined in the DPA. Freshworks will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. Freshworks measures are designed to provide a level of security appropriate t risk of processing the Customer Data within the Services. Customer understands that Freshworks and its Affiliates will process Customer Data in accordE with applicable data protection laws, this Agreement, including the DPA, and the Privacy Notice. 4. Intellectual Property a. Ownership Rights. Customer Data is Customer's Confidential Information under this Agreement. Customer and its licensors retain all right, title, and i in and to the Customer Data and all of Customer's Confidential Information provided under this Agreement, and Freshworks obtains no rights in the foreg except for the express rights granted in this Agreement and the Privacy Notice. Freshworks and its licensors retain all right, title, and interest in and to Freshworks Technology and Usage Data (as defined below). Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object format. Freshworks may freely use and incorporate into Freshworks' products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to Freshworks' products or services. Feedback and any other suggestions are provided by Customer exclusively "AS IS," in Customer's sole discretion, and will not be used by Freshworks in any way that identifies of identification of Customer, its Affiliates, Users, or End Users. Customer agrees that its name, logo, and/or use case may be used by Freshworks in marks materials ("Promotional Materials"). Promotional Materials may be for both internal and/or external purposes of Freshworks and such rights granted he shall be worldwide, perpetual, and in any media. Customer may request that Freshworks stop the use of Promotional Materials of Customer by submittinc email to fw.insiders@freshworks.com at any time. It may take us up to thirty (30) days to process a request. b. Usage Data. Notwithstanding anything to the contrary in this Agreement, Freshworks may collect and use any data that is gathered in or derived from of the Services ("Usage Data") to develop, improve, support, and operate its products and services. Freshworks shall not share with a third party any U: Data that includes Customer's Confidential Information except (i) in accordance with Section 8 (Confidentiality) of this Agreement, or (ii) to the extent the Data is aggregated and anonymized such that the data no longer directly identifies Customer or Customer's Users. c. Updates. Freshworks may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, ai entitlements; provided, however, that (i) Freshworks will not materially decrease the overall functionality of the Services or Software during Customer's Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law and (ii) any such modification made on a prospective and nondiscriminatory basis. Such modifications to any Services, Service Plans, or Software are subject to this Agreement. Cush agrees that its purchase to subscriptions of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by Freshworks with respect to future functionality or features. d. Other Services. Freshworks or other third parties may make available (for example, through the Freshworks Marketplace currently located at https://www.freshworks.com/apps/) or other forums, third -party products or services ("Third -Party Services"). These Third -Party Services may integu the Services and are not licensed by Freshworks pursuant to this Agreement, but are governed by the third party provider's terms and conditions and pri\ policies that accompany them, which Customer must separately accept, and the Freshworks Marketplace User Terms. Freshworks does not warrant or si Third -Party Services, unless expressly provided otherwise in an SOF. Freshworks is not responsible for any disclosure, modification, or deletion of Custo Data resulting from access by such third party. The Service may contain features designed to interoperate with Third -Party Services. Freshworks cannot guarantee the continued availability of such Third -Party Services and may cease supporting them without entitling Customer to any refund, credit, or othe compensation, if for example and without limitation, the Third -Party Service provider ceases to make the Third -Party Service available for interoperation X corresponding Service features in a manner acceptable to Freshworks. Customer understands that Freshworks is not responsible for providing technical for the Third -Party Services and that Freshworks is not responsible for the data hosting and data transfer practices followed by the providers of such Thir• Services. 5. Fees and Payment a. Fees and Payment. All charges associated with Customer's Account ("Fees") are set forth in the applicable SOF or Website. For credit card paymenl payment is due immediately upon receipt of invoice. Customer hereby authorizes Freshworks or our authorized agents, as applicable, to bill your credit c upon subscription to the Services (and any renewal thereof). For payments through other accepted methods, payment is due and payable in full within th days from the invoice date or as stated in the applicable SOF. Payment obligations are non -cancelable, regardless of utilization by the Customer and exc expressly permitted in this Agreement, Fees paid are non-refundable. Customer will pay the Fees through an accepted payment method as specified in tl applicable SOF or Website. Unless otherwise set forth in the SOF, Customer's subscription to the Services will renew automatically for a Subscription Ter accordance with the renewal terms and conditions set forth in Section 6(b) below. During the Subscription Term, the Customer shall not: (i) reduce their L count, or (ii) downgrade their Service Plan. b. Late Payments. If undisputed Fees are more than thirty (30) days overdue, then, following written notification from Freshworks, Freshworks may susp Customer's access to the Freshworks Technology, including, without limitation, Customer's Account, until such unpaid Fees are paid in full. c. Payment Disputes. Freshworks will not exercise its rights under Section 5(b) (Late Payments), Section 6(c)(i) (Suspension of Service), or Section 6(d (Termination for Cause) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, Freshworks will have the right to se remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, an undisputed amounts must be paid in full. d. Applicable Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or with taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Freshworks is legally required to collect the same, will be itemized on the Freshworks invoir Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer will gross up the payments Freshworks receives the amount actually quoted and invoiced. If Freshworks has the legal obligation to pay or collect Taxes for which Customer is respoi under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides Freshwork valid tax exemption certificate authorized by the appropriate taxing authority. Additional information on how Freshworks may apply tax requirements can t at https://www.freshworks.com/company/sales-and-service-tax-faqs/. e. Orders by Affiliates. Customer's Affiliates may purchase Services directly from Freshworks by executing an SOF which is governed by the terms of tf Agreement. Such SOF will establish. a new and separate agreement between the Customer's Affiliate and the Freshworks entity signing such SOF. If the resides in a different country than Customer, then the SOF may include modifications to terms applicable to the transaction(s) (including but not limited to terms and governing law). f. Purchases from Channel Partners. Customer may procure use of any Services, Software, or Mobile Apps from a third -party authorized reseller of Freshworks, including third party marketplaces ("Channel Partner") pursuant to a separate agreement with the Channel Partner. Customer's use of any Services, Software, or Mobile Apps procured through a Channel Partner will be subject to the terms of this Agreement, and all fees payable (including all applicable Taxes) for such use will be payable to the Channel Partner pursuant to the terms agreed to between Customer and Channel Partner. Custome understands and agrees that, if Customer purchased the Services, Software, or Mobile Apps subscriptions via a Channel Partner, service credits and refs payable under this Agreement may be payable or applied by Channel Partner acting on behalf of Freshworks in proportion to the fees paid by Customer 1 Channel Partner, and the discharge by the Channel Partner of such obligations will relieve Freshworks of the same under this Agreement. 6. Term, Termination and Suspension a. Term. This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the t current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the \ and continue for the Subscription Term specified therein. b. Renewal. Unless a party gives written notice of non -renewal or downgrade at least sixty (60) days'prior to the expiration of the relevant Subscription TermService Plans will automatically renew at the same number of Users and at the same Service Plan (including any add-ons), for a period equal to the previous Subscription Term. Freshworks reserves the right to increase the Fees at the beginning of each Subscription Term, including any automatically r term. Any Fees for a renewed Subscription Term are due upon the date of renewal. c. Suspension. Freshworks may suspend Customer's access to the Services, Software, Mobile Apps and/or Customer's Account, on the following groun late payment/non-payment of undisputed Fees, per the process noted in Section 5(b) above; (ii) non -renewal of the Services by Customer; (iii) Customer Users' breach of Section 2 (Use Restrictions); or (iv) in the event suspension is deemed necessary by Freshworks to prevent or address the introduction Malicious Software (as defined in Section 9.b below), a security incident, or other harm to Customer, Freshworks, or Freshworks' other customers. Fresh will notify Customer of any such suspension. Freshworks will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affects Users or Freshworks Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. suspension will in no way affect Customer's other obligations under this Agreement. d. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially t this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject c petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. e. Free Trial Customers. Upon the expiration of Customer's free trial, Freshworks may immediately suspend Customer's access to the free trial Service: Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the cont this Agreement, Freshworks will have no obligation to maintain, store, or otherwise retain Customer Data beyond the end of the free trial period. 7. Data Export and Retention. Upon termination or expiration of this Agreement or any SOF for any reason, Customer's access to the Services, Softwai Mobile Apps, APIs, and other Freshworks Technology will terminate. Freshworks strongly recommends that Customer export all Customer Data before Ci closes Customer's Account. Freshworks will make Customer Data available for export for fourteen (14) days from the effective date of the closure of Cus- Account due to: (i) the termination or expiration of this Agreement, or (ii) termination or expiration the applicable SOF (''Data Export Period"). Where Cust Data is retained by Freshworks and can be exported, and provided that Customer is current on its payment obligations as described in Section 5, Custon contact Freshworks within the Data Export Period at support@freshworks.com to have Freshworks export Customer's Customer Data. Beyond such Dat; Period, Freshworks reserves the right to retain Customer data for up to three (3) months before deleting all Customer Data in the normal course of opera except as necessary to comply with Freshworks legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreen Customer Data cannot be recovered once it is deleted. 8. Confidentiality. Each party will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as it prat own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permit pursuant to this Agreement, the receiving party may use the disclosing party's Confidential Information solely to exercise its respective rights and perform respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, representative agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, an( misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdict (iii) as reasonably necessary to comply with any applicable law or regulation. The provisions of this section will supersede any non -disclosure agreemen between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, includir Customer Data, and such agreement will have no further force or effect with respect to the foregoing. The receiving party acknowledges that disclosure c Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such discl by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. 9. Warranties/Disclaimer of Warranties a. Service Warranty. Freshworks warrants that the Services, Software, or Mobile Apps will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing w Freshworks will use diligent efforts to correct the Services, Software, or Mobile Apps so the foregoing warranty is met, and if Freshworks is unable to ma corrections in a timely manner, either party may terminate the applicable SOF, and Customer, as its sole and exclusive remedy, will be entitled to receive of any unused Fees that Customer has pre -paid for the applicable Services, Software, or Mobile Apps purchased thereunder. This warranty will not apply error or non-conformance was caused by Customer's breach of this Agreement or Customer's or its Users' misuse of the Services, Software, and Mobile modifications to the Services, Software, and Mobile Apps by anyone other than Freshworks or its representatives, or third -party hardware, software, or sE used in connection with the Services, Software, and Mobile Apps. b. Malware Warranty. Freshworks warrants that the Services hosted by Freshworks will be monitored using commercially available means to attempt to' and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere authorized use of, or allow access to, the computer and communications facilities or equipment of Freshworks or Customer, including, without limitation, code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices, or similar destructive or harmful code or code that self -replicates (collectively, "Malicious Software"). c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXF OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT. 10. Indemnification a. Indemnification by Freshworks. This section states Freshworks' entire liability and Customer's exclusive remedy with respect to an IP Claim. Fresh\A defend Customer, and its officers, directors, and employees against any Claim, from any third party claim alleging that Customer's use of the Freshworks Technology accessed or used in accordance with this Agreement infringes such third party's patent, copyright and/or trademark intellectual property right, Claim"), and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer, or agreed in settlement b Freshworks (including reasonable attorneys' fees) resulting from such IP Claim. Freshworks will have no liability or obligation with respect to any IP Clain claim is caused in whole or in part by (i) unauthorized use of the Freshworks Technology by Customer, its Affiliates or Users; (ii) modification of the Fresh Technology by anyone other than Freshworks or its representatives; or (iii) the combination, operation, or use of the Freshworks Technology with other d, hardware, or software not provided by Freshworks. If Customer's use of the Freshworks Technology results (or in Freshworks' opinion is likely to result) it Claim, Freshworks may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) or modify them to make them non -infringing; or (c) if options (a) or (b) are not commercially reasonable as determined by Freshworks, then either Custon Freshworks may terminate Customer's subscription to the Service, whereupon Freshworks will refund Customer, on a pro -rated basis, any Fees Customi previously paid Freshworks for the corresponding unused portion. b. Indemnification by Customer. Customer will defend Freshworks and its Affiliates from any third party claim ("Claim"), and will indemnify and hold har Freshworks and its Affiliates from and against any damages and costs awarded against Freshworks and its Affiliates, or agreed in settlement by CUStOmE (including reasonable attorneys' fees) resulting from such Claim, to the extent caused by: (i) Customer's or its Affiliate's unauthorized supply, disclosure, ( processing of Customer Data, including Personal Data therein, (ii) Customer's or its Affiliate's violation of laws applicable to Customer's or its Affiliate's bL c. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 10, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of su at the indemnifying party's sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying I expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligati( under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnife prior written consent, such consent not to be unreasonably withheld; conditioned, or delayed. Any indemnification obligation under this Section 10 will not the indemnified party settles or makes any admission with respect to a claim without the indemnifying party's prior written consent. 11. Limitation of Liability a. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIAI FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DAT RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT WARRANTY OR ANY OTHER LEGAL THEORY. b. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A PARTY'S INDEMNIFICATION OBLIGA: EACH PARTY'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, UND THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO FRESHWORKS IN THE APPLICABLE SOF IN THE TWELVE MC PRECEDING THE CLAIM. c. THE PARTIES AGREE THAT THIS SECTION 11 WILLAPPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLI NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILLAPPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUN HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAP SET FORTH IN THIS SECTION WILLAPPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SOF. d. CUSTOMER UNDERSTANDS AND AGREES THAT THE PRIMARY INTENT OF SECTION 11 IS TO DISTRIBUTE THE RISKS ASSOCIATED WITH AGREEMENT BETWEEN BOTH PARTIES. THIS LIMITS POSSIBLE LIABILITIES, TAKING INTO ACCOUNT THE COST OF THE FEES. IF FRESHWO WERE TO TAKE ON ADDITIONAL LIABILITY BEYOND WHAT IS SPECIFIED IN THIS AGREEMENT, THE FEES WOULD HAVE BEEN MARKEDLY HI( 12. Miscellaneous. a. Use of Third Parties for Payment Processing. Freshworks may use a third -party service provider to manage payment processing provided that suct provider is not permitted to store, retain, or use Customer's payment account information except to process Customer's payment information for Freshwc Customer must notify Freshworks of any change in Customer's payment account information, either by updating Customer's Account or by e-mailing Fre: at support@freshworks.com. b. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's pr written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all SOFs), without t party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any atterr assignment in violation of this section will be null and void. c. Entire Agreement. This Agreement, together with any SOF, the Privacy Notice, the DPA, and Supplemental Terms, constitutes the entire agreement a supersedes any and all prior agreements or communications between Customer and Freshworks, including but not limited to Customer registration form=. purchase orders, regarding the subject matter hereof. In the event of a conflict between the Privacy Notice, the Supplemental Terms, or any SOF and thi: Agreement, the order of precedence will be, first, the Privacy Notice, second, the SOF, third, the Supplemental Terms, and fourth the DPA, and fifth this Agreement. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the cour interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect. d. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties. e. Survival. Sections 2.b (Use Restrictions), 4 (Intellectual Property), 5 (Fees and Payment), 6 (Term, Termination and Suspension), 8 (Confidentiality), 9 (Warranty Disclaimer), 10 (Indemnification ), 11 (Limitation of Liability), 12.c (Entire Agreement), 12.f (Survival), 12.g. (Notices), 12.j (Governing Law), 12 (Dispute Resolution), and 13 (Definitions) will survive any termination of the Agreement. Termination of this Agreement will not limit either party's liability f obligations accrued as of or prior to such termination or for any breach of this Agreement. f. Notices. All notices to be provided by one party to the other under this Agreement may be delivered in writing by (i) nationally recognized overnight del service or US mail to the mailing address provided on the SOF; or (ii) electronic mail to the e-mail address provided for Customer's Account. The address notice to Freshworks is: Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 with a copy to legal@freshworks.com by electronic notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) businE after being deposited in the mail or with a courier as permitted above. g. Anti -Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the at restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Freshworks at legal@freshworks.com. h. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to p; if the delay or failure results from any cause beyond such party's reasonable control, including but not limited , acts of God, acts of government, acts of tE civil unrest, Internet failures, or acts undertaken by third parties not under the performing party's control, including, without limitation, denial of service atti ("Force Majeure Event"). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate tt Agreement and all SOFs on written notice to the non -performing party. If Freshworks is the party experiencing the Force Majeure Event and as a result t unable to provide the Services, Software or Mobile Apps for the period noted herein, and Customer terminates this Agreement and all SOFs, then Freshv will provide Customer a refund of fees paid by Customer pro -rated as of the date the Force Majeure Event commenced. i. Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. The parties hereby subr exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County for any claims or dispute relating to this Agi j. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretatic validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will first be determined by arbitration in San Franc!: California. The arbitration will be administered by JAMS pursuant to its arbitration rules and procedures. Judgment on the Award may be entered in any c having jurisdiction. This section will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. k. Export Compliance and Use Restrictions. The Services and other Software or components of the Services which Freshworks may provide or make available to Customer or Users may be subject to U.S. (or other territories) export control and economic sanctions laws, rules and regulations, including limitation the regulations promulgated by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") and the U.S. Department of the Ti Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws"). Customer agrees to comply with all the Export Control Laws as they rE access to and use of the Services, Software, and such other components by Customer and Users. Customer shall not access or use the Services if Cust located in any jurisdiction in which the provision of the Services, Software or other components is prohibited under U.S. or other applicable laws or regule including, without limitation, a country or territory that is subject to comprehensive U.S. trade sanctions (including, without limitation Cuba, Iran, North Kor Syria or the Crimea or so-called Donetsk People's Republic (DNR) or Luhansk People's Republic regions of Ukraine) (a "Prohibited Jurisdiction") and Customer shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, wa and covenants that (i) Customer is not named on, or owned or controlled by any party named on any U.S. government (or other government) list of persc entities prohibited from receiving U.S. exports, or transacting with any U.S, person, (ii) Customer is not a national of, located in, or a company registered Prohibited Jurisdiction, (iii) Customer shall not permit Users to access or use the Service in violation of any Export Control Laws, (iv) no Customer Data c or submitted by Customer is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) Custc shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer and Customer's Users are located. Customer further agrees that Customer will not use the Services to disclose, transfer, download, export or re-export, direc indirectly, any Customer Data to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other k regulations to which Customer may be subject. Customer acknowledges that the Service and other Software may not be available in all jurisdictions and Customer is solely responsible for complying with the Export Control Laws. I. Federal Government End Use Restrictions. If Customer is a U.S. federal government department or agency or contracting on behalf of such departn agency, this Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F §227.7202-1 through 227.7202-4, as applicable, the Service is licensed to Customer with only those rights as provided under the terms and conditions of Agreement. 13. Definitions. "Account" means any accounts or instances created by or on behalf of Customer for access to and use of any of the Services. "Affiliate" or "Subsidiaries" means with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under cc control with such party, where "control" means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and of such entity, whether through the ownership of voting securities, by contract, or otherwise. "Acceptable Use and Conduct Policy" means the Freshworks Acceptable Use and Conduct Policy, which is located currently at https://www.freshworks.com/aup/, as updated from time to time. "Confidential Information" means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as "confii (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of di: Confidential Information does not include any information that: (i) was publicly known and made generally available in the public domain prior to the time disclosure by the disclosing party; (ii) becomes publicly known and made generally available through no action or inaction of the receiving party; (iii) is alr the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a br such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party' Confidential Information. "Customer Data" means all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users and End Users, subr the Services by Customer or its Users through Customer's Account in connection with Customer' use of the Services. "Data Processing Addendum" or "DPA" means Freshworks' Data Processing Addendum at https://www.freshworks.com/data-processing-addendum/ a updated from time to time. "Documentation" means, the then -current, generally available user documentation provided by Freshworks detailing the functionalities of the Software Services. "End User" means, any person or entity other than Customer or Customer's Users with whom Customer interacts using the Services. "Freshworks Technology" means (i) the Services, Software, Mobile Apps, Documentation, Freshworks' APIs, Freshworks' webs ite(s), and any content published on the Freshworks' websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) Freshworks' Confi Information, and (iv) any modifications or derivative works of the foregoing. "Marketplace User Terms" means, the Freshworks Marketplace User specific terms located currently at https://www.freshworks.com/marketplace-user- terms/ as updated from time to time. "Mobile Apps" means, the Freshworks-branded Software applications provided by Freshworks to enable access and use of the Services through mobilE other handheld devices (such as apps on iOS or Android devices). "Personal Data" means, data relating to an individual who is or can be identified either from the data or from the data in conjunction with other informatic is in, or is likely to come into, the possession of the data controller (as defined under applicable data protection laws). "Privacy Notice" means, Freshworks' privacy notice currently at www.freshworks.com/privacy, as updated from time to time. "Professional Services Agreement" or "PSA" means, Freshworks' professional services agreement located at www.freshworks.com/terms/profession services, as updated from time to time. "Service Order Form or SOF" means (i) any service order referencing this Agreement and executed by Customer and Freshworks, or (ii) any online orc document or process completed by Customer, including any online registration through a Website, each of which detail, (a) the Services subscribed to ar corresponding Service Plans, (b) the number of Users authorized to use the Services, (c) Fees payable to Freshworks, (d) the applicable Subscription Te (e) any relevant additional terms and conditions. This may also include any change order forms. "Service(s)" means, the Freshworks software -based service offerings identified on the SOF and any Updates, including any Software, API or Document made available by Freshworks with such offering, but excludes any applications or APIs separately provided by third parties. "Service Plans" means, the pricing plans and other packaged offering limitations for and the applicable Services for which Customer subscribes with rep any User. "Software" means the generally available software provided by Freshworks in connection with Customer's use of the Services, and includes Mobile App excludes any applications or APIs that are provided by third parties. "Subscription Term" means, the period stated on a SOF during which Customer subscribes to the Services. "Supplemental Terms" means, the Services specific terms found, which are located currently at https://www.freshworks.com/terms/supplemental-terms. updated from time to time. "Update" means, the generally available updates, upgrades, hot fixes, patches, workarounds to the Software or Service provided by Freshworks to all subscribing customers, but excludes separately priced new products or modules. "User" or "Agent" means, any individual who is authorized by Customer to use the Services, including an Account administrator, employees, consultant contractors, and agents of Customer or its Affiliates, and third parties with which Customer or its Affiliates transact business. Freshworks supplemental Terms Effective Date December 12, 2023 These Supplemental Terms ("Supplemental Terms") apply to specific Services or aspects of Services as described herein and supplement and form a p the Freshworks Terms of Service found at https://www.freshworks.com/terms/ unless Customer has a written Freshworks master services agreement exe between Customer and Freshworks Inc. for the Services, in which case these Supplemental Terms will supplement and form a part such written Freshwo master services agreement (in either case, the "Agreement"). Notwithstanding anything to the contrary in the Agreement, Freshworks reserves the right, at its sole discretion, to update the Supplemental Terms in rela the development of new or updates to existing features and functionality or Applicable Law. Customer's continued usage of the Services may be relied u Freshworks as Customer's acceptance of the then -current version of these Supplemental Terms. Sections entitled Beta and Free Services, Data Deletio AI -Powered Features will survive any termination of the Agreement. Beta and Free Services Freshworks may offer certain Services as closed or open beta services during a testing and evaluation period ("Beta Services") or on a non -trial, free ba (together, "Free Services"). Because Beta Services can be at various stages of development, operation and use of the Beta Services may be unpredicte Customer acknowledges and agrees that, notwithstanding anything to the contrary in the Agreement: (1) Beta Services have not been fully tested; (2) Customer's use of Beta Services will be for purposes of evaluating and testing new functionality and providing Feedback to Freshworks; (3) Freshworks I obligation to Customer to (i) further develop or release the Free Services or (ii) provide support for the Free Services; (4) Customer bears the sole risk of the Free Services; (5) Freshworks provides the Free Services to Customer "as -is" and gives no representation, warranty, indemnity, or guarantee of any I and (6) Section 11 (Indemnification) does not apply to any Customer only using Free Services and the liability of any such Customer under the Agreemer limited in any way. To the maximum extent permitted by law, Freshworks' total aggregate liability and that of its suppliers relating to Beta Services is expr limited to 100 USD for any and all damages regardless of the nature of the claim or theory of liability. Customer agrees that Freshworks has the sole autl and discretion to determine the period of time for testing and evaluation of Beta Services. Freshworks reserves the right to fully or partially discontinue, a time and from time to time, temporarily or permanently, any of the Free Services with or without notice to Customer. Freshworks also reserves the right ti the Free Services available for a Fee. Data Deletion If Customer wishes to permanently delete Customer Data before the Data Export Period, contact support@freshworks.com. Short Message Services ("SMS") and Multimedia Messaging Services ("MMS") (together "Texting Services") and Voice Communications Certain Services facilitate the transmission and/or receipt of SMS, MMS, and voice communications (collectively, "Communication Services"). Customer acknowledges and agrees that Communication Services are provided by way of interfaces with services provided by Twilio Inc. or any of its affiliates ("Twilio"). Customer acknowledges and agrees that Customer's use of Communication Services is, in addition to being subject to this Agreement, subjec certain terms and conditions imposed by Twilio relating to its provision of Communications Services and related functionalities, including, without limitatio set forth at: https://www.twilio.com/legaI/messaging-poIicy; https://www.twilio.com/legal/aup; https://www,twilio.com/guidelines/sms, https://www.twiIio.com/legal/service-country-specific-terms; https://www.twilio.com/legal/privacy; and any restrictions on use described in Twilio's documentation at https://support.twilio.com/hc/en-us (e.g., Forbidden message categories for SMS and MMS US and Canada); in each case as same may be updated from time to time (collectively, "Twilio Terms"). Customer agrees to (i) comply with the Twilio Terms and any applicable law or regulation relating to the Communications Services including but not limite telephone recording and wiretapping laws and laws and regulations related to telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act, the Telemarketing Sales Rule, and CAN-SPAM Act and associated regulations, (ii) attain any necessary prior consent from any individuals or businesses with whom Customer communicates via the Communication Services, (iii) provide Freshwork validated street address as the registered place of use for each telephone number associated with the Communications Service, including any additional information such as suite, office number, building number or similar information necessary to adequately identify the location of the user ("Registered Location"), and to notify Freshworks in writing at least one week prior to changing such Registered Location, and (iv) indemnify, defend, and hold Fresh and its Affiliates harmless from and against any costs related to third -party claims or regulatory actions arising from any of the foregoing or from any pers or attempted use of the Communications Services in accordance with the terms of Section 11 of the Freshworks Terms of Service. Customer further agr( notwithstanding any other provision of the Terms of Service or these Supplemental Terms, Freshworks and its Affiliates have no liability for any (1) servicf unavailability or failure of the Communications Services or the efficacy of emergency communications except to provide a credit for any payments made I Customer for a period in which the Communications Services were not available solely due to the fault of Freshworks or its suppliers, or (2) for any dama liabilities, losses, or any other consequences caused by Customer's failure to maintain correct Registered Location information or to inform all potential u the limitations of the Communications Services. Customer agrees to cooperate with Freshworks and with requests Twilio makes of Freshworks to the extent reasonably necessary to ensure that the Communication Services are being deployed in accordance with applicable law and regulations. If Twilio reports to Freshworks that Customer is allegedl violating the Twilio Terms, Freshworks will provide notice to Customer to cease the offending activity. If Customer is unable to cease such activity, Fresh\ may take actions to restrict the offending activity, including, without limitation removing access to the Communication Services. Customer acknowledges between Customer and Freshworks, Customer is the initiator and sender of any SMS or MMS message or call transmitted through the Communications Services, whether sent or made manually or by means of an automation. Freshworks may disable phone numbers provided to Customer in connection with the Communication Services if such numbers are substantially underu: 60 days or if Customer's subscription to the Communication Services is otherwise suspended, terminated, or cancelled. Some jurisdictions may require that Customer have an address within such jurisdiction or provide additional information or documentation to purchase or phone number within the jurisdiction. If Customer requests a phone number in such a jurisdiction, Customer agrees to provide this information as reason requested by Freshworks and authorizes Freshworks to disclose the provided information to appropriate third parties. Customer acknowledges that such phone number in such a jurisdiction may be taken out of service or not provisioned if Customer does not provide the requested information. If and to the extent that (i) Communication Services are a number -based or number -independent interpersonal communications service under the Europe Electronic Communications Code (as established by Directive (EU) 2018/1972 of the European Parliament and of the Council or 11 December 2018) (the "EECC"), (ii) Customer is a micro -enterprise, small enterprise, or not -for -profit organization and (iii) Freshworks provides Customer with Communication within the European Economic Area or the United Kingdom, Customers agrees to and does hereby waive any rights (to the extent applicable) that Custor have under: (i) Article 102(1) of the EECC, which would allow Customer to receive certain pre -contractual information; (ii) Article 102(3) of the EECC, whi would allow Customer to receive a contract summary; (iii) Article 102(5) of the EECC, which would allow Customer to monitor and control usage of interp communications services; (iv) Article 105(1) of the EECC, which limits the maximum contract duration; (iv) Article 107(1) of the EECC, which extends othi in the EECC to all services provided under the Agreement; and (v) Article 107(3) of the EECC, which relates to contract extensions. Customer further agrees that: a) when enabling the Communications Services, Customer is consenting, on behalf of Customer and its Users and End Users to the processing of Custo Data (as generated by or necessary for the provision or operation of the Communications Services) by a third -party service provider; b) use of Communications Services is subject to the payment of additional Fees as detailed on the website; c) unless Customer chooses to turn off the recording feature, all calls made using the Voice Services are recorded. Customer is responsible for obtaining from its Users and End Users for any voice recordings made using the Voice Services; d) the Communications Services are not intended to be used for emergency texts or calls to any emergency services that are designed to be routed base the location of the origination of the communication or to supply the receiving party with such location information (including, but not limited to, 911 in Nor America, 112 in Europe, and 999 and 110 and other emergency calling codes where used) ("Emergency Communications"); and e) upon Customer's access to the Communications Services being suspended or terminated, the phone numbers will also be disabled. Port -out: In the event that Customer wishes to port -out its phone number(s) upon termination of its subscription to the Voice Services Customer agrees tc notify support@freshworks.com to request assistance in the port -out to the third -party service provider of Customer's choice. The Communications Services require terminal equipment, electrical power, and Internet access to work. Customer is solely responsible for providing thf necessary elements and arranging for any desired back-up power and access options. Limitations on and of Use of Services for Emergency Communications Customer expressly agrees that: (i) the Communications Services are not intended to be used for Emergency Communications; (ii) Customer has arrang other effective and reliable methods for Emergency Communications to be available at all times to any persons who may have occasion to use the Communications Services; and (iii) Customer has trained all such users and posted conspicuous reminder notices that would be seen by all such potenti; that alternatives to the Communications Services should be used for Emergency Communications and that any such use is subject to the potential limitat described in the paragraph below. Notwithstanding the foregoing, if the Communications Services are used to try to call or text 911 or another Emergency Communications center, a communication may be initiated but these communications may differ from 911/E911 or other Emergency Communications functions furnished by traditio telephone service providers in at least the following ways: (1) Customer's failure to provide correct registered location information or a user's relocation o equipment used to access the Service could result in a failure to complete or non -optimal routing of the emergency call to an incorrect emergency author public safety answering point, or a misunderstanding by the emergency authority of the user's actual location; and (2) Emergency Communications will n, available if the Communications Service is unavailable for any reason, such as a lack of Internet access or electrical power. Session Replay If Customer uses the session replay feature, Customer acknowledges and agrees that it is Customer's responsibility to obtain the necessary consents an authorizations required under applicable law in connection with the use of this feature. Learn more about Session Replay. Messaging Integrations Certain Services contain integrations with third -party messaging platforms (such integrations, the "Messaging Integrations," and such third -party messa platforms (e.g., WhatsApp, Facebook Messenger, Line, Twitter, and Apple Business Chat, the "Non-Freshworks Messaging Platforms"). Customer hei acknowledges that the Non-Freshworks Messaging Platforms are Third -Party Services as defined in the Agreement and agrees to comply with the terms service that such Non-Freshworks Messaging Platforms use to govern the use of their platform(s) (the "Non-Freshworks Messaging Platform Terms'). Freshworks may make Messaging Integrations to other Non-Freshworks Messaging Platforms available as described in the Documentation, and Custom comply with all applicable Non-Freshworks Messaging Platform Terms. Customer acknowledges and agrees that (i) Freshworks does not operate the Non-Freshworks Messaging Platforms and does not guarantee the continu availability or performance of the Non-Freshworks Messaging Platforms or the continued interoperability of the Non-Freshworks Messaging Platforms wit Services and (ii) data transmitted via Messaging Integrations is Usage Data. Customer represents and warrants that Customer has provided notice to and received all necessary consents from End Users to contact such End User£ the Messaging Integrations and/or the Non-Freshworks Messaging Platforms. Customer acknowledges that (i) Customer Data and Personal Data may b transferred to and processed by the Non-Freshworks Messaging Platforms as necessary to provide the Services and (ii) Customer is solely responsible f configuring the interoperability of the Services with Non-Freshworks Messaging Platforms to the extent any such actions are required outside of the Sery Customer agrees not to use any Messaging Integrations that integrate with Non-Freshworks Messaging Platforms to (a) facilitate direct conversations be End -Users and healthcare providers; or (b) send or collect any patient data obtained from healthcare providers. Customer acknowledges that the Non-Freshworks Messaging Platforms may charge Customer independently for access and use of their services or the Freshworks Messaging Platforms may charge Freshworks for Customer's use and access, in which case Freshworks may charge related fees to Custorr ("Messaging Fees"). WhatsApp Messaging: Customer acknowledges and agrees that Customer's use of Services to access WhatsApp and its related services (i) is subject b the WhatsApp Business Solution Terms and the WhatsApp Business Terms of Service and any such additional terms and conditions as may be incorpora reference therefrom, including, without limitation, the WhatsApp Business Policy, the WhatsApp Business Data Processing Terms, the WhatsApp Intellec Property Policy, and the WhatsApp Brand Guidelines and (ii) obligates Customer to pay Freshworks Messaging Fees as set forth in the applicable SOF c Website. Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees that Freshworks may invoice or charge Custoi monthly in arrears (or with such other timing and frequency as might be reasonably necessitated by usage -based pricing) for WhatsApp-related Messagii AI -Powered Features Customer acknowledges and agrees that Freshworks may utilize Customer Data submitted to the Services for the purposes of providing, maintaining, an improving the Freshworks Technology, including training artificial intelligence ("Al") models and similar or related Services and features, and Customer in: Freshworks to process its Customer Data for such purposes, provided however, Freshworks will not share Customer Data with any other customers in connection with the foregoing. In carrying out these purposes, Freshworks may combine data collected from different contexts (for example, from Custor use of two separate Services) to provide Customer a more seamless, consistent, and personalized experience, to make informed business decisions, an other legitimate purposes. Customer retains all ownership of its Customer Data submitted to the Services and Freshworks retains all ownership in and tc system performance data, machine learning algorithms, and aggregated results of such machine learning. Learn more about AI -Powered Features. Freddy Al Customer acknowledges and agrees that Customer's use of Services that facilitate access to OpenAl products or OpenAl-related functionality is subject certain terms and conditions imposed by Microsoft relating to its provision of OpenAl product access and related products and functionality, including, wit limitation, those set forth at Cognitive Services and Applied Al Services, Azure OpenAl Service Preview (Limited Access) (with "your agreement" referring to the Microsoft Online Subscription Agreement for the purposes thereof); Code of conduct for Azure OpenAl Service; and any restrictions on use described in Microsoft's related documentation, in each case as same may be up from time to time (collectively the "Microsoft Terms"), and Customer consents to the processing of Personal Data as set forth in the Microsoft Terms. Le more about Microsoft's provision of the Azure OpenAl service. Opt -out: Customers may request that Customer Data be excluded from AI -related processing by submitting such a request to support@freshworks.com. PC[-DSS Compliance Customer is responsible for ensuring that its use of a Service to store or process credit card data complies with applicable Payment Card Industry Data Standards ("PCI DSS") requirements and shall not store credit card data in a Service except in the designated, encrypted fields designed for such data, a forth in the. Documentation ("Special Fields"). During the Term, Freshworks shall maintain PCI DSS compliance for the Special Fields and is responsible security of the credit card data stored, transmitted, and processed in, to, and from the Special Fields, provided, in each case, that Customer's use thereon accordance with the Documentation. Learn more about PCI-DSS Compliance.