2024/03/11 Freshworks Inc. Main Services Agreement
Main Services Agreement
This Main Services Agreement (“Agreement”), effective as of the date of last signature (“Effective Date”), is entered into
by and between Freshworks Inc., a Delaware corporation (“Freshworks” or “Provider”) and the entity identified on the
SOF (defined below) (“Customer”). 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
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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
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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 Term Service
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, provided that any such Fee
increase shall not exceed 7% of the rate of the prior
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Subscription 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. Customer’s nonappropriation of
funding in any given fiscal year following the initial
Subscription Term may be cause for either party to
terminate this Agreement under this Section.
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
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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
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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
OBLIGATIONSEACH 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.
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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
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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.
l. 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.
m. SOC Compliance. Where Freshworks is
required by law to attain and maintain System &
Organizational Controls (“SOC”)1 and SOC 2
compliance, or its equivalent, for the services performed
under this Agreement, Freshworks shall maintain such
compliance for the duration of the Agreement, and shall
provide a copy of Freshworks’ SOC 1 Type 2 and SOC
2 Type 2 compliance reports to Customer within thirty
(30) days of execution of the Agreement and annually
thereafter within thirty (30) days of such reports being
received by Freshworks.
n. Customer Policies. Freshworks shall comply
with City of Menifee policy number CC-18 and AD-28
which shall be provided by Customer upon request.
o. Insurance. Freshworks shall maintain the
following insurance throughout this Agreement:
(a) Workers’ compensation and employer’s liability
insurance sufficient to meet statutory
liability limits in the state wherein the work is to be
performed and with employers’ liability
minimum limits of $500,000 for each employee.
(b) Commercial General Liability including products
and completed operations in the
amount of no less than $1,000,000 per occurrence.
(c) Professional (Errors and Omissions) liability
coverage with a minimum policy limit of
$5,000,000 per claim: Policy shall include coverage
for network security, cyber and
technology liability covering loss or claim expenses
in rendering or failing to render all
services and in the provision of all products as defined
under this Agreement., including the
failure of products to perform the intended function
or serve the intended purpose. This
policy shall include coverage for loss, disclosure and
theft of data in any form; media and
content rights infringement and liability including,
but not limited to, software copyright
infringement; network security failure denial of
service attacks and transmission of malicious
code or instruction. If this coverage is provided on a
claims- made basis, then Policy must be
maintained, or Freshworks shall purchase an
extended reporting period policy (“Tail
Policy”), for a period of not less than any applicable
statute of limitations upon termination of
this Agreement; $1,000,000.
(d) Upon written request by Customer, on an annual
basis, Freshworks shall provide a
certificate of insurance evidencing that all policies
identified herein are in force and effect.
Acceptance by Customer or its Affiliates of a
certificate does not excuse Freshworks from
maintaining policies consistent with the provisions of
this Agreement. For the avoidance of
doubt, insurance shall not impact Freshworks’ liability
under 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
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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
attached as Exhibit A hereto.
“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 attached as
Exhibit B hereto.
“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. The applicable SOF(s) are attached
hereto.
“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.
By signing below, each Party represents and warrants that the signor is a duly authorized agent and hereby waives all
claims to the contrary.
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__________________________
(CITY OF MENIFEE)
(Signature)
_________________________
(FRESHWORKS INC.)
(Signature)
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6
Armando G. Villa
City Manager
Approved as to Form:
______________________________
Attest:
______________________________
Sarah Manwaring, City Clerk
Jeffrey Melching, City Attorney
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3/11/2024
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Exhibit A - Data Processing Agreement
This Data Processing Agreement dated this 21st day of February, 2024 is entered into by and between:
Freshworks Inc., a Delaware corporation with offices at 2950 S. Delaware Street, Suite 201, San Mateo,
CA 94403 (“Freshworks” or “Processor”)
And City of Menifee, a California corporation with offices at 29844 Haun Rd. Menifee, CA 92586
(“Customer” or “Controller”)
Processor and Controller are individually referred to as “Party” and collectively as “Parties”.
The Parties entered into a Service Agreement which requires that the Processor accesses and Processes
Personal Data. This agreement together with its exhibits (together "the Data Processing
Agreement/DPA") specify the obligations of the Parties when Freshworks is acting as Processor.
1. Scope of Contract and Distribution of Responsibilities
1. The Parties agree that, for Processing Personal Data, the Parties shall be Controller and Processor.
2. Processor shall Process Personal Data only on behalf of Controller and at all times only in
accordance with this Data Processing Agreement.
3. Within the scope of the Service Agreement, each Party shall be responsible for complying with its
respective obligations as Controller and Processor under Data Protection Laws.
2. Processing Instructions
2. Processor will Process Personal Data in accordance with Controller's instructions. This Data
Processing Agreement contains Controller's initial instructions to Processor. The Parties agree that
Controller may communicate any change in its initial instructions to the Processor by way of written
notification to the Processor and that Processor shall abide by such instructions. The Processor shall
maintain a secure, complete, accurate and up to date record of all such individual instructions.
2. For the avoidance of doubt, any instructions that would lead to processing outside the scope of this
Data Processing Agreement (e.g. because a new Processing purpose is introduced) will require a prior
agreement between the Parties and, where applicable, shall be subject to the contract change procedure
under the Service Agreement.
3. Where instructed by Controller, Processor shall correct, delete or block Personal Data.
4. Processor shall promptly inform the Controller in writing if, in Processor's opinion, an instruction
infringes Data Protection Laws and provide an explanation of the reasons for its opinion in writing.
5. Processor shall not be liable for any DP Losses arising from or in connection with any processing
made in accordance with Controller’s instructions following Controller’s receipt of any information
provided by Processor in this Section 2.
3. Processor Personnel
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Processor will restrict its personnel from Processing Personal Data without authorization. Processor will
impose appropriate contractual obligations upon its personnel, including relevant obligations regarding
confidentiality, data protection and data security.
4. Disclosure to Third Parties; Data Subjects Rights
1. Processor will not disclose Personal Data to any third party (including any government agency,
court, or law enforcement) except as set forth in this Data Processing Agreement or with written
consent from Controller or as necessary to comply with applicable mandatory laws. If Processor is
obliged to disclose Personal Data to a law enforcement agency or third party, Processor agrees to
give Controller reasonable notice of the access request prior to granting such access, to a llow
Controller to seek a protective order or other appropriate remedy. If such notice is legally
prohibited, Processor will take reasonable measures to protect the Personal Data from undue
disclosure as if it were Processor’s own confidential information being requested and shall inform
Controller promptly as soon as possible if and when such legal prohibition ceases to apply.
2. In case Controller receives any request or communication from Data Subjects which relates to the
Processing of Personal Data ("Request"), Processor shall provide the Controller with full
cooperation, information and assistance ("Assistance") in relation to any such Request where
instructed by Controller.
3. Where Processor receives a Request, Processor shall (i) not directly respond to s uch Request, (ii)
forward the request to Controller within 3 (three) business days of identifying the Request as being
related to the Controller and (iii) provide assistance according to further instructions from
Controller.
5. Assistance
1. The Processor assists the Controller in ensuring compliance with the obligations by taking into
account the nature of Processing and the information available to the Processor.
2. Where a Data Protection Impact Assessment ("DPIA") is required under applicable Data Protection
Laws for the Processing of Personal Data, Processor shall provide upon request Controller with
reasonable cooperation and assistance needed to fulfill Customer’s obligation to carry out a DPIA
related to Customer’s use of the Services, to the extent that Customer does not otherwise have
access to the relevant information and such information is available to Freshworks.
3. The Controller shall pay the Processor reasonable charges mutually agreed between the parties for
providing the assistance in Section 5, to the extent that such assistance is not reasonably able to be
accommodated within the normal provision of the Services.
6. Information Rights and Audit
1. Processor shall, in accordance with Data Protection Laws, make available to Controller on request
in a timely manner such information as is necessary to demonstrate compliance by Processor with
its obligations under Data Protection Laws.
2. Freshworks has obtained third-party certifications and audits set forth on our security page. Upon
Controller’s written request and subject to the confidentiality obligations set forth in the Service
Agreement, Freshworks will make available to Controller a copy of Freshworks’ then most recent
third-party certifications or audits, as applicable.
3. Processor shall, upon reasonable notice, allow for and contribute to inspections of the Processor's
Processing of Personal Data, as well as the TOMs (including data processing systems, policies,
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procedures and records), during regular business hours and with minimal interruption to Processor's
business operations. Such inspections are conducted by the Controller, its affiliates or an
independent third party on Controller's behalf (which will not be a competitor of the Processor) that
is subject to reasonable confidentiality obligations.
4. Controller shall pay Processor reasonable costs of allowing or contributing to audits or inspections
in accordance with Section 6.3 where Controller wishes to conduct more than one audit or
inspection every 12 months. Processor will immediately refer to Controller any requests received
from national data protection authorities that relate to the Processor’s Processing of Personal Data.
5. Processor undertakes to cooperate with Controller in its dealings with national data protection
authorities and with any audit requests received from national data protection authorities. Controller
shall be entitled to disclose this Data Processing Agreement or any other documents (including
contracts with subcontractors) that relate to the performance of its obligations under this Data
Processing Agreement (commercial information may be removed).
7. Data Incident Management and Notification
In respect of Customer data incident Processor shall:
1. notify Controller of a Personal Data Breach involving Processor or a subcontractor without undue
delay (but in no event later than 72 hours after becoming aware of the incident);
2. make reasonable efforts to identify the cause of such incident and take those steps as Processor
deems necessary and reasonable in order to remediate the cause of the incident to the extent that it
is within Freshworks’ reasonable control.
3. provide reasonable information, cooperation and assistance to Controller in relation to any action
to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding
any communication of the Personal Data Breach to Data Subjects and national data protection
authorities.
The obligations contained in Section 7 should not apply to data incidents that are caused by Customer or
Customer’s users.
8. International Data Transfer
1. Data that Freshworks processes for the Customer as a Processor will be processed and stored in the
United States.
9. Reference the TOMS and Sub-Processors
For the Freshworks technical and organizational measures (TOMs), reference is made to and Exhibit A of
this DPA.
For sub-processing, reference is made to Exhibit B of this DPA. In event of objection by the Controller to
the appointment or replacement of any sub processor, Processor will either not appoint or replace the sub
processor or, if this is not possible, Controller may suspend or terminate the Service(s) (without prejudice
to any fees incurred by Controller prior to such suspension or termination).
10. Term and Termination
1. This Data Processing Agreement becomes effective upon signature. It shall continue to be in full
force and effect as long as Processor is processing Personal Data shall cease automatically
thereafter.
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2. The Controller may terminate the Data Processing Agreement as well as the Service Agreement for
cause, at any time upon reasonable notice or without notice, as selected by Controller, if the
Processor is in material breach of the terms of this Data Processing Agreement.
3. Where amendments are required to ensure compliance of this Data Processing Agreements with
Data Protection Laws, the Parties shall agree on such amendments upon request of Controller and,
for the avoidance of doubt, with no additional costs to Controller. Where the parties are unable to
agree upon such amendments, either party may terminate the Service Agreement and this Data
Processing Agreement with 90 days written notice to the other party.
11. Deletion or Return of Personal Data
Controller may export all Customer Data prior to the termination of the Customer’s Account. In any event,
following the termination of the Customer’s Account, (i) subject to (ii) and (iii) below and the Service
Agreement, Customer Data will be retained for a period of 14 days from such termination within which
Controller may contact Processor to export Customer Data; (ii) where the Controller does not use custom
mailbox and uses the e-mail feature, if available within the Service(s), e-mails forming part of Customer
Data are automatically archived for a period of 3 months; and (iii) logs are archived for a period of thirty
(30) days in the log management systems, post which logs are retired to a restricted archived cold storage
for a period of eleven (11) months (each a “Data Retention Period”). Beyond each such Data Retention
Period, Processor reserves the right to delete all Customer Data in the normal course of operation except as
necessary to comply with Processor’s legal obligations, maintain accurate financial and other records,
resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted.
12. Miscellaneous
1. In case of any conflict, the provisions of this Data Processing Agreement shall take precedence
over the provisions of any other agreement with Processor.
2. The limitation of liability stated in the Service Agreement apply to the breach of the Data
Processing Agreement.
3. No Party shall receive any remuneration for performing its obligations under this Data Processing
Agreement except as explicitly set out herein or in another agreement.
4. Where this Data Processing Agreement requires a "written notice" such notice can also be
communicated per email to the other Party. Notices shall be sent to the contact persons set out in
the Agreement.
5. Any supplementary agreements or amendments to this Data Processing Agreement must be made
in writing and signed by both Parties.
6. Should individual provisions of this Data Processing Agreement become void, invalid or non-
viable, this shall not affect the validity of the remaining conditions of this agreement.
13. Definitions
1. "Data Protection Laws" shall mean the data protection laws of the country in which Controller is
established, and any data protection laws applicable to Controller in connection with the Service
Agreement. Where the Controller is not established in an EU Member State the Califo rnia
Consumer Privacy Act , Colorado Privacy Act, Virginia Consumer Data Protection Act, or other
applicable state or federal law applies in addition.
2. “DP Losses” means all liabilities, including:
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a. costs (including legal costs);
b. claims, demands, actions, settlements, charges, procedures, expenses, losses and damages (whether
material or non-material, and including for emotional distress);
c. to the extent permitted by applicable law:
i.administrative fines, penalties, sanctions, liabilities or other remedies imposed by a data protection authority
or any other relevant Regulatory Authority;
ii.compensation to a Data Subject ordered by a data protection authority to be paid by Processor;
iii.the costs of compliance with investigations by a data protection authority or any other relevant Regulatory
Authority.
3. "Personal Data" shall mean any information relating to an identified or identifiable natural person
as defined by the applicable Data Protection Laws that is Processed by Processor as part of
providing the services to Controller.
4. "Service Agreement" shall mean the Terms of Service available at
https://www.freshworks.com/terms or a master services agreement executed between the Parties.
"Controller", "Data Subject", "Personal Data Breach", "Processor" and "Process"/”Processing”
shall have the meaning given to them in applicable Data Protection Laws.
__________________________
(CITY OF MENIFEE)
(Signature)
_________________________
(FRESHWORKS INC.)
(Signature)
Name: Name:
Title: Title:
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6
jdominguez@cityofmenifee.us
DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
City Manager
Armando G. Villa
ADDENDUM TO EXHIBIT A:
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Processor maintains and enforces various policies, standards and processes designed to secure Personal
Data and other data to which Processor employees are provided access, and updates such policies, standards
and processes from time to time consistent with industry standards. Following is a description of some of
the technical and organizational measures implemented by Processor as of the date of signature:
1. General Security Procedures
1.1 Processor shall be responsible for establishing and maintaining an information security program that is
designed to: (i) protect the security and confidentiality of Personal Data; (ii) protect against anticipated
threats or hazards to the security or integrity of the Personal Data; (iii) protect against unauthorized access
to or use of the Personal Data; (iv) ensure the proper disposal of Personal Data, as further defined herein;
and, (v) ensure that all employees and subcontractors of Processor, if any, comply with all of the foregoing.
Processor shall designate an individual to be responsible for the information security program. Such
individual shall respond to Controller inquiries regarding computer security and to be responsible for
notifying Controller-designated contact(s) if a breach or an incident occurs, as further described herein.
1.2 Processor shall conduct formal privacy and security awareness training for all its employees as soon as
reasonably practicable after the time of hiring and/or prior to being appointed to work on Personal Data and
annually recertified thereafter. Documentation of security awareness training shall be retained by Processor,
confirming that this training and subsequent annual recertification process have been completed.
1.3 Controller shall have the right to review an overview of Processor’s information security program prior
to the commencement of Service and annually thereafter upon Controller request.
1.4 Processor shall not transmit any unencrypted Personal Data over the internet or any unsecured network.
Processor shall encrypt Personal Data in transit into and out of the Services over public networks using
industry standard protocols.
1.5 In the event of any apparent or actual theft, unauthorized use or disclosure of any Personal Data,
Processor shall immediately commence all reasonable efforts to investigate and correct the causes and
remediate the results thereof, and without undue delay and within 72 hours following confirmation of any
such event, provide Controller notice thereof, and such further information and assistance as may be
reasonably requested. Upon Controller request, remediation actions and reasonable assurance of resolution
of discovered issues shall be provided to Controller.
2. Network and Communications Security
2.1 All Processor connectivity to Controller computing systems and/or networks and all attempts at same
shall be only through Controller’s security gateways/firewalls and only through Controller -approved
security procedures.
2.2 Processor shall not access and will not permit unauthorized persons or entities to access Controller
computing systems and/or networks without Controller’s express written authorization and any such actual
or attempted access shall be consistent with any such authorization.
2.3 Processor shall take appropriate measures to ensure that Processor’s systems connecting to Controller’s
systems and anything provided to Controller through such systems does not contain any computer code,
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
programs, mechanisms or programming devices designed to, or that would enable, the disruption,
modification, deletion, damage, deactivation, disabling, harm or otherwise be an impediment, in any
manner, to the operation of Controller’s systems.
2.4 Processor shall maintain technical and organisational measures for data protection including: (i)
firewalls and threat detections systems to identify malicious connection attempts, to block spam, viruses
and unauthorized intrusion; (ii) physical networking technology designed to resist attacks by malicious
users or malicious code; and (iii) encrypted data in transit over public networks using industry standard
protocols.
3. Personal Data Handling Procedures
3.1 Erasure of Information and Destruction of Electronic Storage Media. All electronic storage media
containing Personal Data must be wiped or degaussed for physical destruction or disposal, in a manner
meeting forensic industry standards such as the NIST SP800-88 Guidelines for Media Sanitization, prior to
departing Controller Work Area(s), with the exception of encrypted Personal Data residing on portable
media for the express purpose of providing service to the Controller. Processor shall maintain commercially
reasonable documented evidence of data erasure and destruction for infrastructure level resources.
3.2 Processor shall maintain authorization and authentication technologies and processes to ensure that only
authorized persons access Personal Data, including: (i) granting access rights on the basis of the need -to-
know-principle; (ii) reviewing and maintaining records of employees who have been authorized or who can
grant, alter or cancel authorized access to systems; (iii) requiring personalized, individual access accounts
to use passwords that meet complexity, length and duration requirements; (iv) storing passwords in a
manner that makes them undecipherable if used incorrectly or recovered in isolation; (v) logging and
auditing all access sessions to systems containing Personal Data; and (vi) instructing employees on safe
administration methods when computers may be unattended such as use of password pr otected screen
savers and session time limits.
3.3 Processor shall maintain measures to provide for separate processing of data for different purposes
including: (i) provisioning Controller within its own application-level security domain, which creates
logical separation and isolation of security principles between customers; and (ii) isolating test or
development environments from live or production environments.
4. Physical Security
4.1 Processor shall ensure that at least the following physical security requirements are met:
i) All backup and archival media containing Personal Data must be contained in secure, environmentally
controlled storage areas owned, operated, or contracted for by Processor.
ii) Technical and organisational measures to control access to data center premises and facilities are in place
and include: (i) staffed reception desks or security officers to restrict access to identified, authorized
individuals; (ii) visitor screening on arrival to verify identity; (iii) all access doors, in cluding equipment
cages, secured with automatic door locking systems with access control systems that record and retain
access histories; (iv) monitoring and recording of all areas using CCTV digital camera coverage, motion
detecting alarm systems and detailed surveillance and audit logs; (v) intruder alarms present on all external
emergency doors with one-way internal exit doors; and (vi) segregation of shipping and receiving areas
with equipment checks upon arrival.
iii) Processor shall maintain measures to protect against accidental destruction or loss of Personal Data
including fire detection and suppression and air conditioning (HVAC) systems that provide stable airflow,
temperature and humidity.
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
5 Security Testing
5.1 During the performance of Services under the Agreement, Processor shall engage, at its own expense
and at least one time per year, a third-party vendor (“Testing Company”) to perform penetration and
vulnerability testing (“Security Tests”) with respect to Processor’s systems containing and/or storing
Personal Data.
5.2 The objective of such Security Tests shall be to identify design and/or functionality issues in
applications or infrastructure of the Processor systems containing and/or storing Personal Data, which could
expose Controller’s assets to risks from malicious activities. Security Tests shall probe for weaknesses in
applications, network perimeters or other infrastructure elements as well as weaknesses in process or
technical countermeasures relating to the Processor systems containing and/or storing Personal Data that
could be exploited by a malicious party.
5.3 Security Tests shall identify, at a minimum, the following security vulnerabilities: invalidated or un -
sanitized input; broken or excessive access controls; broken authentication and session management; cross-
site scripting (XSS) flaws; buffer overflows; injection flaws; improper error handling; insecure storage;
common denial of service vulnerabilities; insecure or inconsistent configuration management; improper use
of SSL/TLS; proper use of encryption; and anti-virus reliability and testing.
5.4 Within a reasonable period after the Security Test has been performed, Processor shall remediate the
issues (if any) identified and subsequently engage, at its own expense, the Testing Company to perform a
revalidation Security Test to ensure resolution of identified security issues. Results thereof shall be made
available to the Controller upon request.
6. Security Audit
Processor, and all subcontracted entities (as appropriate) shall conduct at least annually an SSAE 18 (or
equivalent) audit covering all systems and/or facilities utilized to provide the Service to the Controller and
will furnish to Controller the results thereof promptly following Controller’s written request. If, after
reviewing such audit results, Controller reasonably determines that security issues exist relating to the
Service, Controller will notify Processor, in writing, and Processor will promptly discuss and where
commercially feasible, address the identified issues. Any remaining issues shall be documented, tracked
and addressed at such time as agreed upon by both Processor and the Controller.
LIST OF SUB-PROCESSORS
The controller has authorised the use of the following sub-processors:
The current list of sub processors is available at https://www.freshworks.com/privacy/sub-processor/
If Customer Data are hosted in the EEA datacentre with custom mailbox, only those services are
turned on by default, where the specific sub-processor has datacentres in the EEA; however, if
Controller chooses to use services like third party integrations and Apps, or Custom Apps, then
data is expected to leave the EEA.
Call recording for Freshdesk, Freshsales & Freshcaller is generated in the US, then routed to the
EEA.
Processor intends to use the service of the Freshworks group companies as sub processor. The
current list of Freshworks group companies is available at
https://www.freshworks.com/privacy/sub-processor/.
CCPA Data Processing Addendum
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
This Addendum (“Addendum”) forms part of the Freshworks Master Service Agreement or the Freshworks
Terms of Service (in either case the“Agreement”), entered by and between Freshworks Inc. (“Freshworks”
or “we”) and Customer, including its subsidiaries and affiliates ("Customer" or "you”). Freshworks and
Customer are each referred to herein as a “Party” and collectively as “Parties”.
In consideration of the mutual obligations set forth herein, as well as those set forth in the Agreement, the
Parties hereby agree that this Addendum shall be added as an addendum to the Agreement.
1. DEFINITIONS
1.1. All capitalized terms not defined herein shall have the meanings assigned to such terms in the
Agreement.
1.2. “Business”, “Business Purpose(s)”, “Commercial Purpose(s)”, “Personal Information”, “Service
Provider”, and “Third Party” shall have the same meaning ascribed to such terms and phrases in the
CCPA.
1.3. “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended
by the California Privacy Rights Act, and its implementing regulations.
1.4. “Process,” “Processed”, or “Processing” means any operation or set of operations that are performed
on Personal Information or on sets of Personal Information, whether by automated means, including the
collection, use, modification, storage, disclosure and any other activity with regard to Personal Information.
1.5. “U.S. Data Protection Laws” means all laws and regulations of the United States of America,
including the CCPA, applicable to the Processing of Personal Information (or an analogous variation of
such term).
2. AMENDMENTS
2.1 Roles. Freshworks Processes Personal Information under the Agreement and this Addendum for the
Business Purpose(s) set forth in the Agreement. For the purposes of this Addendum, Customer is a Business
and Freshworks is a Service Provider
2.2 No Sale. Customer and Freshworks acknowledge and agree that in no event shall the transfer, disclosure,
sharing, or making available of Personal Information under the Agreement and this Addendum constitute
a Sale.
2.3 Limitations on Use and Disclosure. Freshworks is prohibited from Selling the Personal Information
it receives or has made available to it under the Agreement and this Addendum. Freshworks is also
prohibited from using, retaining or disclosing any Personal Information it receives or has access to under
the Agreement and this Addendum for any purpose other than the specific purpose setforth in the
Agreement, and as otherwise permitted by the CCPA.
2.4 Duty to Cooperate. Freshworks will reasonably assist Customer with any consumer request to know,
to delete, or to opt-out. If Freshworks receives any request from consumers, authorities, or others relating
to its Processing of Personal Information, Freshworks will without undue delay inform Customer and
reasonably assist Customer with developing a response (but Freshworks will not itself respond other than
to confirm receipt of the request, to inform the consumer, the authorized agent or other third party that their
request has been forwarded to Customer, and/or to refer them to Customer, except per reasonable
instructions from Customer). Freshworks will also reasonably assist Customer with the resolution of any
request or inquiries that Customer receives from governmental authorities relating to Freshworks.
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
2.5 Effect of this Addendum. In the event of any conflict or inconsistency between the terms of this
Addendum and the terms of the Agreement with respect to the subject matter hereof and solely where U.S.
Data Protection Laws apply, the terms of this Addendum shall control.
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
Exhibit B – Professional Services Agreement
This Professional Services Agreement (“PSA”) shall be effective as of the date of the last signature
(“Effective Date”) is entered into by and between Freshworks Inc., a Delaware corporation
(“Freshworks”) and the entity identified below (“Customer”). This PSA is entered into pursuant to the
Terms of Service unless Customer has a written Freshworks master services agreement in which case
such written Freshworks master services agreement will govern (in either case, the "Agreement"). All
capitalized terms herein shall have the same definitions as set forth in the Agreement. In the event of a
conflict between this PSA and the Agreement the terms of this PSA will control. In consideration of the
terms and conditions set forth below, the parties agree as follows:
1. Scope of Services.
Subject to the terms and conditions of this PSA, Freshworks will provide Customer with Professional
Services (as defined below) as set forth in the applicable statements of work executed by Freshworks and
Customer (each, a “Statement of Work” or “SOW”). From time to time, the parties may enter into SOWs
that specify the general consulting, migration, integration, implementation,training services and/or other
professional services work to be provided to Customer hereunder (the “Professional Services”). All
Statements of Work shall be deemed part of and subject to this PSA.
Subject to terms and conditions of this PSA and the Agreement, and during Customer’s Subscription
Term, Freshworks hereby provides Customer with the non- exclusive, worldwide, limited right to use any
deliverables and/or training materials delivered by Freshworks to Customer as part of the Professional
Services (“Deliverables”) solely for Customer’s internal business operations including in connection with
its authorized use of the applicable Service.
2. Terms and Conditions for Training.
Training Deliverables. All electronic and hard copy versions of the training Deliverables may be
provided for Customer’s internal training purposes only. Customer is prohibited from: (a) modifying the
training Deliverables, unless otherwise authorized in writing by Freshworks or set forth in an applicable
SOW; (b) reselling or sublicensing any training Deliverables; (c) utilizing the training Deliverables to
replicate or attempt to perform the training, unless otherwise authorized in writing by Freshworks or set
forth in an applicable SOW; and (d) developing or attempting to develop any of the products described in
such training Deliverables. Customer may not record, stream or otherwise capture any performance or
aspect of the training Professional Services. The training Deliverables are not subject to any maintenance,
support or Updates.
3. Change Management Process. If Customer or Freshworks requests a change in any of the
specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional
Services described in any Statement of Work, the party seeking the change shall propose the applicable
changes by written notice. As soon as reasonably practicable but no later than within ten (10) business
days of receipt of the written notice, each party’s project leads shall meet if required to discuss the
proposed changes. Freshworks will prepare a change order describing the proposed changes to the
Statement of Work and the applicable change in Fees and expenses, if any (each, a “Change Order”).
Change Orders are not binding unless and until they are executed by both parties. Executed Change
Orders shall be deemed part of, and subject to, this PSA.
Additional charges may apply for scope changes, change requests or delays caused by Customer. Any
such changes will be set forth in a Change Order. All charges associated with scope changes, change
requests, or delays will be due in accordance with the terms of the applicable SOWr. Upon prior written
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
approval from the Customer, all travel, meals, and living expenses for all Freshworks’ personnel who
travel or are supposed to travel in support of the engagement shall be billable in accordance with the
terms of the applicable SOW and all such expenses shall be the sole responsibility of the Customer.
Customer shall be charged for any travel expenses that cannot be canceled or refunded.
4. Proprietary Rights.
1. Freshworks Intellectual Property Rights. All rights, title and interest in and to the Professional
Services (including without limitation all intellectual property rights therein and all modifications,
extensions, customizations, scripts or other derivative works of the same provided or developed
by Freshworks) and anything developed or delivered by or on behalf of Freshworks under this
PSA (including without limitation Deliverables and Tools as such terms are defined herein) are
owned exclusively by Freshworks or its licensors. Except as provided in this PSA, the rights
granted to Customer do not convey any rights in the Professional Services, express or implied, or
ownership in the Professional Services or any intellectual property rights thereto. Customer grants
Freshworks a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify,
distribute and incorporate into the Service (without attribution of any kind) any suggestions,
enhancement request, recommendations, proposals, correction or other feedback or information
provided by Customer or any Users related to the operation or functionality of the Service. Any
rights in the Professional Services or Freshworks’s intellectual property not expressly granted
herein by Freshworks are reserved by Freshworks.
2. Tools. Notwithstanding any other provision of this PSA: (i) nothing herein shall be construed to
assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how,
techniques and expertise (“Tools”) used by Freshworks to develop the Deliverables, and to the
extent such Tools are delivered with or as part of the Deliverables, they are made available on the
same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools. Tools
are Freshworks Confidential Information.
5. Professional Services Warranty & Disclaimer.
1. Freshworks warrants that Professional Services will be provided in a professional manner
consistent with industry standards. Customer must notify Freshworks of any warranty
deficiencies within 30 days from performance of the deficient Professional Services.
2. FRESHWORKS DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES
WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT
FRESHWORKS WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR
THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S
REQUIREMENTS OR EXPECTATIONS. FRESHWORKS IS NOT RESPONSIBLE FOR
ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF
THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR
THIRD-PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY
THIRD PARTIES.
3. FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY,
CUSTOMER’S EXCLUSIVE REMEDY AND FRESHWORKS’ ENTIRE LIABILITY
SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES
THAT CAUSED THE BREACH OF WARRANTY.
4. TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE
AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
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CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS
OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY
AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitations of Liability.
1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS
PSA), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION
2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FRESHWORKS AND ITS
AFFILIATES ARISING OUT OF OR RELATED TO THIS PSA OR OR SOW, WHETHER IN
CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY
PAID UNDER THE APPLICABLE SOW FOR THE PROFESSIONAL SERVICES GIVING
RISE TO THE LIABILITY.
7. Term and Termination.
1. Term. This PSA is valid for the SOF or SOW Forms (including SOWs) which reference
this PSA. Each SOW shall commence on the date it is last signed, and shall expire upon
completion of the project set forth in the applicable SOW, or as otherwise set forth in the
applicable SOW. Once signed by both parties, a SOW shall be non- cancellable, except
as otherwise explicitly stated in such SOW.
2. Termination. This PSA will terminate automatically when all Estimates/Order Forms
and SOWs referencing this PSA are terminated or expired. In addition, in the event that
Customer is a party to Agreement and Customer’s right to use the Service is terminated
pursuant to such Agreement, Freshworks may terminate this PSA and any SOW
hereunder. Upon termination or expiration of this PSA, Customer shall have no rights to
continue use of the Professional Services, Deliverables or Tools.
By signing below, each Party represents that the signor is a duly authorized agent and hereby waives all
claims to the contrary.
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
__________________________
(CITY OF MENIFEE)
(Signature)
_________________________
(FRESHWORKS INC.)
(Signature)
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 2BE7F0E8-276A-4E73-A38F-2FFB2B55DAC6
jdominguez@cityofmenifee.us
DocuSign Envelope ID: 1C038BCF-54FC-47DC-B325-058EA1C57401DocuSign Envelope ID: E18D1040-DA76-48C0-9AAF-650C96CA52C0
Armando G. Villa
City Manager
3/11/2024
Certificate Of Completion
Envelope Id: 2BE7F0E8276A4E73A38F2FFB2B55DAC6 Status: Sent
Subject: DD:2198108:CityofMenifee-Freshworks-MSA-Signed(CLEAN).docx
Source Envelope:
Document Pages: 24 Signatures: 0 Envelope Originator:
Certificate Pages: 5 Initials: 0 Deal-desk-docusign
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Stamps: 3 2950 S Delaware St Suite 201
San Mateo, CA 94403
deal-desk-docusign@freshworks.com
IP Address: 13.233.52.70
Record Tracking
Status: Original
2/18/2024 2:49:27 PM
Holder: Deal-desk-docusign
deal-desk-docusign@freshworks.com
Location: DocuSign
Signer Events Signature Timestamp
Kumar Prateek
kumar.prateek@freshworks.com
Security Level: Email, Account Authentication
(None)
Using IP Address: 13.233.52.70
Sent: 2/18/2024 3:00:26 PM
Viewed: 2/18/2024 3:01:16 PM
Signed: 2/18/2024 3:01:54 PM
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jdominguez@cityofmenifee.us
jdominguez@cityofmenifee.us
Security Level: Email, Account Authentication
(None)
Sent: 2/18/2024 3:01:58 PM
Resent: 2/21/2024 4:42:10 AM
Viewed: 2/22/2024 7:54:26 AM
Electronic Record and Signature Disclosure:
Accepted: 2/22/2024 7:54:26 AM
ID: c1928a51-9c71-44c2-8b5c-a2119e60cb55
Modified online Terms-Group B
Signing Group: Modified online Terms-Group B
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Intermediary Delivery Events Status Timestamp
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Anandraj Gurunathan
anandraj.gurunathan@freshworks.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Freshworks (we, us or Company) may be required by law to provide to you
certain written notices or disclosures. Described below are the terms and conditions for providing
to you such notices and disclosures electronically through the DocuSign system. Please read the
information below carefully and thoroughly, and if you can access this information electronically
to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please
confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and
signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 2/12/2024 7:26:18 AM
Parties agreed to: jdominguez@cityofmenifee.us
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Freshworks:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: Legal@freshworks.com
To advise Freshworks of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at Legal@freshworks.com and in the
body of such request you must state: your previous email address, your new email address. We
do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Freshworks
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to Legal@freshworks.com and in the
body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Freshworks
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
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i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to Legal@freshworks.com and in the body of such request you must state
your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Freshworks as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Freshworks during the course of your relationship with Freshworks.
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