(c) Service credits granted during a calendar month may in no case exceed the Customer`s monthly service fee. (a) It is up to NiceLabel to determine whether NiceLabel has achieved the level of service. The customer must work with NiceLabel at all times to test, detect and verify that a qualifying service failure has occurred. (c) “Service Credit” means the percentage of the monthly Service Fee for the Service credited to the Customer for a level of service that is not met in accordance with this SLA. 14.1 Exemption by us. We will exempt, defend and hold you harmless from and against any claims brought against you by any third party as a result of your use of a Service, as permitted below, by asserting that such Service infringes or abuses any third party`s applicable patent, copyright, trademark or trade secret (an “IP Claim”). We will defend such IP claim at our expense and pay you final damages, including reasonable attorneys` fees and expenses appointed by zendesk for such defense, provided that (a) you immediately notify Zendesk of the threat or notification of such IP claim; (b) We have exclusive and exclusive control and power to select defense attorneys and to defend and/or settle such IP claims (however, we will not settle or compromise claims that, without your prior written consent, lead to liability or admission of liability on your part); and (c) fully cooperate with Zendesk. If the use of a Service by you, agent or end user has been the subject of such an IP claim or seems likely to us, we may, at our option and at our expense (i) give you the right to continue to use the Services in accordance with these agreements; (ii) replace or modify a service so as not to interfere with the law; or (iii) if options (i) or (ii) are not economically reasonable or feasible, as defined by Zendesk, terminate your subscription to the Services and reimburse you on a pro rata basis for all subscription fees previously paid to Zendesk for the unused portion of your subscription to those Services. We assume no responsibility or liability under this Section 14.1 with respect to IP claims if such claim is caused in whole or in part by (x) compliance with any designs, data, instructions or specifications you provide; (y) modification of the Service(s) by persons other than Zendesk or Zendesk; or (z) the combination, operation or use of the service(s) with other hardware or software for which a service itself would not permit any infringement.
The provisions of this Section 14.1 set forth Zendesk`s exclusive, exclusive, and total liability to you and are your sole remedy for any IP claim asserted as a result of your, representative`s or end user`s access to or use of a Service. “consulting services” means professional consulting and consulting services (including all training, success and implementation services) provided by Zendesk Personnel, such as an order form or other written document such as a SOW. 4.5 Payment Agent Indicated. If you pay by credit card or certain other payment instruments, the Services offer an interface for the account holder to change the credit card information (for example.B. when renewing the card). Payments by credit card, debit card, or certain other payment instruments for the Zendesk Service are billed and processed by the Zendesk Payment Agent. You hereby authorize to charge in advance the payment agent, your credit card or any other payment instrument, in accordance with the terms of the Service Plan for the Services and the periodic subscription fees for the Connected Services you subscribe until the end of your subscription to the Services, and you also agree to pay all subscription fees so incurred. . . .