this agreement is a binding contract and governs the use of and access to the services by you, agents and end-users whether in connection with a paid subscription or free trial for the services. the activation of any additional features by you in your account will be considered acceptance of the applicable supplemental terms or alternate terms and conditions where applicable. as between you and zendesk, you are responsible for compliance with the provisions of this agreement by agents and end-users and for any and all activities that occur under your account, which zendesk may verify from time to time. unless your account and subscription to a service are terminated in accordance with this agreement or the applicable service order (a) your subscription to a service (including any and all deployed associated services) will renew for a subscription term equivalent in length to the then-expiring subscription term; and (b) the subscription charges applicable to any subsequent subscription term shall be our standard subscription charges for the applicable service plan and deployed associated services at the time of such renewal. if you choose to upgrade your service plan or increase the number of agents authorized to access and use a service during your subscription term, any incremental subscription charges associated with such upgrade will be charged in accordance with the remaining subscription term. if you mandate zendesk use a vendor payment portal or compliance portal that charges zendesk a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, you shall be invoiced by zendesk for, and you are obligated to pay, the cost of this fee. we shall be responsible for the acts and omissions of members of zendesk personnel and sub-processors to the same extent that we would be responsible if zendesk was performing the services of each zendesk personnel or sub-processor directly under the terms of this agreement. by enabling any non-zendesk services, you are expressly permitting zendesk to disclose your login and service data to the provider of the non-zendesk service as necessary to facilitate the use or enablement of such non-zendesk services.
the rights granted to you, agents and end-users to use the service(s) under this agreement do not convey any additional rights in the service(s) or in any intellectual property rights of zendesk associated therewith. the provisions of this section 12.1 state the sole, exclusive and entire liability of zendesk to you and your sole remedy with respect to an ip claim brought by reason of access to or use of a service by you, agents or end-users. we will notify you not less than thirty (30) days prior to the effective date of any such amendment and your continued use of the services following the effective date of any such amendment may be relied upon by zendesk as your consent to any such amendment. if any term in this agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this agreement, and the remaining provisions of this agreement shall remain in effect. §227.7202-1 through 227.7202-4, as applicable, the services are licensed to you with only those rights as provided under the terms and conditions of this agreement. where you have purchased, deployed, or subscribed to an associated service, such associated service is referred to as a “deployed associated service.” “built by zendesk marketplace applications” means integrations and applications created or developed by zendesk or its affiliates and made available in the zendesk marketplace (available at /apps) which will be governed by this agreement unless zendesk otherwise communicates a different agreement to you at the time of your deployment of or access to the integration or application. from time to time, the names and descriptions of the services or any individual service may be changed. “usage charges” means additional subscription charges that are incurred by subscriber relating to the use of certain features and functionality that subscriber enables within the service.
subject to the applicable order and this agreement, datadog hereby grants to customer the right to access and use the services in accordance with the documentation during the order term for customer’s environment. as discussed in the documentation, including at .com/security/, each party has obligations with respect to the security of the services and customer data. with regard to customer data, except as may otherwise be expressly provided in applicable supplemental terms, customer shall not use the services to process any sensitive information and shall use reasonable efforts to restrict the inclusion of other personal information in customer data. customer agrees to pay all fees charged by datadog for customer’s use of services in accordance with this agreement and applicable order(s) and service plan(s) (collectively, “fees”). in the event of any breach or threatened breach by the recipient of its obligations under this section, the discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations.
the designated authorized user’s access and use will continue to be subject to the terms of this agreement, provided the authorized user shall not access or use the services other than to download customer data. subject to the foregoing, customer may not assign any of its rights or obligation under this agreement, whether by operation of law or otherwise, without datadog’s prior written consent, and any purported assignment in violation of this section is void. any terms and conditions of any other instrument issued by customer in connection with this agreement which are in addition to, inconsistent with or different from the terms and conditions of this agreement shall be of no force or effect. “authorized user” means an individual employee, agent or contractor of customer or a participating affiliate for whom subscriptions to services have been purchased pursuant to the terms of the applicable order and this agreement, and who has been supplied user credentials for the services by customer or the participating affiliate (or by datadog at customer’s or a participating affiliate’s request). any written order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.