The following Freshworks Startup Program Terms (the “FSP TERMS”) govern the use of the Freshworks Startup Program (“FSP”). Please read the FSP TERMS carefully as they form a contract between You and Us. Unless otherwise specified, capitalized FSP TERMS not defined hereunder shall have the same meaning as provided for under Our Online Terms of Service available at “https://www.freshworks.com/terms/ (the “Terms of Service”). The FSP is solely applicable to new customers and for those existing customers who would like to avail start up credits as part of this FSP; provided that such new customers are required to fall under the scope of authorised ecosystems to which the FSP shall apply.

By participating in this FSP, We provide you with program benefits as described further below.  You agree to be bound by these FSP Terms. If You are entering into these FSP Terms on behalf of a company, organization or another legal entity (an Entity”), You are agreeing to these FSP Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these FSP Terms, in which case the terms “You", “Your” or related capitalized terms used herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these FSP Terms, You must not accept these FSP Terms and may not avail, access or use the program benefits hereunder. These FSP Terms shall be read along with the Terms of Service and You further acknowledge that to the extent there is a conflict between the Terms of Service and the FSP Terms, the latter shall prevail.

 

1. PROGRAM BENEFITS

The benefits You receive under the FSP shall be in the form of credits made available solely on the Service Plan, namely on the estate plan of the products You are subscribing to. You shall be responsible for use of the FSP credits through Your Account by any third parties and/or any other party authorized by You.

2. PROGRAM TERMS

2.1 Use Restrictions:

2.2 Use of Product(s) under the FSP:

3. CHARGES

You acknowledge that We reserve the right to immediately begin charging Your credit card in the event that (a) You exhaust the available credits allocated to You per the specific tier plan and/or (b) You intimate Us that You wish to move to a paid subscription to the Product(s). In the foregoing instances You acknowledge that billing, plan modifications and payments shall be done in accordance with the Terms of Service.

4. FEEDBACK

You shall convey to Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Product(s) or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You relating to the usefulness of this FSP.

5. TERMINATION

Either party may terminate these FSP Terms by providing a fifteen (15) day notice in writing to the other party. Your benefits under the FSP shall cease on termination exercised in accordance with this section. Notwithstanding the foregoing, such termination shall not limit or restrict Our right under Section 5 (Feedback).

6. NO LIABILITY

WITH RESPECT TO THIS FSP; IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING IN CONNECTION WITH ANY OBLIGATIONS UNDER THE FSP TERMS, EVEN IF WE HAVE BEEN ADVISED OF SUCH POSSIBILITY.

7. INDEMNIFICATION

You will indemnify and hold Us harmless against any claim brought by You or any third parties against Us, and Our respective employees, officers, directors and agents arising from or related to Your breach of these FSP TERMS or matters which You have expressly agreed to be responsible for pursuant to these FSP TERMS.

8. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

8.1 You shall not, directly or indirectly, assign all or any Your benefits under the FSP or delegate performance of Your duties under these FSP Terms without Our prior written consent. We may, without Your consent, assign Our agreement with You under these FSP Terms to any member of the Group Companies or in connection with any merger or change of Our control or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to these FSP Terms. Subject to the foregoing restrictions, these FSP Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

8.2 Please read these FSP Terms of use carefully before You make use of the program benefits. We may amend these FSP Terms from time to time, in which case the new FSP Terms will supersede prior versions. Please check these FSP Terms from time to time and take notice of any changes We made, as they will be binding on You.

9. SEVERABILITY; NO WAIVER

If any provision in these FSP Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law or as directed by the court, and the remaining provisions of these FSP Terms shall remain in effect. Our non-exercise of any right under or provision of these FSP Terms does not constitute a waiver of that right or provision of the FSP Terms.

10. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. These FSP Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

11. SURVIVAL

Sections 2 (Program Terms), 3 (charges), 4 (Feedback), 5 (Termination), 6 (No Liability), 7 (Indemnification), 11 (Survival), 12 (Notices; Consent to electronic communication) and 13 (Governing Law and Dispute Resolution) shall survive any termination of Our agreement with respect to use of the Service(s) by You. Termination of such agreement shall not limit Your or Our liability for obligations accrued as of or prior to such termination or for any breach of these FSP Terms.

12. NOTICES; CONSENT TO ELECTRONIC COMMUNICATIONS

12.1 All notices to be provided by Us to You under these FSP Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You while subscribing to the Service(s); or (ii) electronic mail to the e-mail address provided for Your Account.

12.2 Our address for a notice to Us in writing by Courier or US Mail is: Freshworks Inc., 2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 with a CC to legal@freshworks.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 These FSP Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to the FSP Terms or Your access to or use of the Service(s).

13.2 Any dispute, claim or controversy arising out of or relating to these FSP Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these FSP Terms to arbitrate, shall be determined by arbitration in San Francisco, California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. ANY ARBITRATION UNDER THESE FSP TERMS SHALL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ACTION AND CLASS ARBITRATIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THESE FSP TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.