You retain all ownership and intellectual property rights in and to Your Data. Zenwork or its licensors retains all ownership and intellectual property rights to the Services and the Zenwork Programs, including any modifications or derivatives thereof, and all Zenwork data and software. Zenwork retains all ownership and intellectual property rights to anything developed and delivered under the Quote or these Terms. Third party technology that may be appropriate or necessary for use with the software is specified in the program documentation or Quote as applicable. Your right to use such third-party technology is governed by the terms of any third-party technology license agreement or other document specified by Zenwork, and not under these Terms.

You may not:

• remove or modify any program markings or any notice of Zenwork’s or its licensors’ proprietary rights;
• make the Services available in any manner to any third party for use in the third party’s business operations, except as expressly permitted herein or in the Program Documentation or Quote;
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Zenwork;
• disclose results of any Services or program benchmark tests or perform penetration testing or other scans on Zenwork’s websites without Zenwork’s prior written consent; or
• license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Zenwork Programs or materials available, to any third party other than, as expressly permitted under these Terms.
  If You participate in Services including use of the Taxpayer Identification Number Matching Program (the “TIN Program”), You must:
• comply with all requirements of Revenue Procedure 2003-9 (MICROSOFT WORD – RP-03-09.DOC (IRS.GOV)) or any IRS updates thereafter);
• transmit only name/TIN combinations relating to accounts with respect to which there is a reasonable expectation that a reportable payment is made;
• transmit only name/TIN combinations that have not been previously transmitted by You to the Service for matching;
• maintain the confidentiality of information obtained through TIN solicitation activities in accordance with the requirements of §31.3406(f)-1 of the Employment Tax Regulations; and
• provide the Service with the information necessary to monitor the effectiveness of the TIN Program
  The rights granted to You under these Terms are also conditioned on the following:
• except as expressly allowed in any written agreement between Zenwork and You, the rights of any User licensed to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);
• except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
• You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services.

If a third Party makes a claim against either You or Zenwork (“Recipient” which may refer to You or Zenwork depending upon which Party received the Material as hereinafter defined), that any information, design, specification, instruction, software, service, data, program or material (any of the foregoing, “Material”) furnished by either You or Zenwork (“Discloser” which may refer to You or Zenwork depending on which Party provided the Material), and used by the Recipient directly infringes its intellectual property rights, the Discloser, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Discloser, if the Recipient does the following:

• notifies the Discloser promptly in writing, not later than thirty (30) days after the Recipient receives notice of the claim (or sooner if required by applicable law);
• gives the Discloser sole control of the defense and any settlement negotiations; and
• gives the Discloser the information, authority, and assistance the Discloser needs to defend against or settle the claim.

If the Discloser believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Discloser may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Discloser may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other Party for such Material. If such return materially affects Zenwork’s ability to meet its obligations under the relevant Quote, then Zenwork may, at its option and upon thirty (30) days prior written notice, terminate the Quote. The Discloser will not indemnify the Recipient (i) if the Recipient alters the Material or uses it outside the scope of use identified in the Discloser’s Program Documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient; or (ii) to the extent that an infringement claim is based upon (a) any information, design, specification, instruction, software, data, or material not furnished by the Discloser, or (b) any Material from a third party portal or other external source that is accessible to You within or from the service (e.g., a third party Web page accessed via a hyperlink). Zenwork will not indemnify You (i) to the extent that an infringement claim is based upon the combination of any Material with any products or Services not provided by Zenwork; (ii) for infringement caused by Your actions against any third party if the Services as delivered to You and used in accordance with these Terms would not otherwise infringe any third party intellectual property rights; or (iii) for any infringement claim that is based on: (1) a patent that You were made aware of prior to the date of the Quote (pursuant to a claim, demand, or notice); or (2) Your actions prior to the effective date of the Quote. This section provides the parties’ exclusive remedy for any infringement claims or damages.

Services shall be provided for the period defined in the Quote unless earlier terminated in accordance with these Terms. The term of the Services and any renewal years are collectively defined as the “Services term.” At the end of the Services term, all rights to access or use the Services, including the Zenwork programs listed in the Quote, shall end, automatically and without any act or deed.

If either Party breaches a material term of these Terms and fails to correct the breach within thirty (30) days of written specification of the breach, then the breaching Party is in default and the non-breaching Party may terminate the applicable Quote under which the breach occurred. If Zenwork ends the Quote as specified in the preceding sentence, You must pay within thirty (30) days thereafter all amounts which are due prior to the termination. The non-breaching Party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching Party continues reasonable efforts to cure the breach. If You end the Quote as specified in this Section, then Zenwork shall remit to You any fees paid for Services not provided prior to the termination date.

YOU AGREE THAT IF YOU ARE IN DEFAULT UNDER THESE TERMS, YOU MAY NOT USE THE SERVICES ORDERED AND SHALL SPECIFICALLY HAVE NO RIGHTS APPLICABLE THERETO. IN ADDITION, ZENWORK MAY IMMEDIATELY SUSPEND YOUR PASSWORD, ACCOUNT, AND ALL ACCESS TO OR USE OF THE SERVICES IF YOU FAIL TO PAY ZENWORK ANY AMOUNT AS REQUIRED UNDER THE QUOTE AND THESE TERMS AND DO NOT CURE WITHIN THE FIRST FIVE (5) DAYS OF THE 30 DAY CURE PERIOD, OR (II) IF YOU VIOLATE ANY PROVISION WITHIN SECTIONS D, J OR Q OF THESE TERMS. ZENWORK MAY TERMINATE THE SERVICES HEREUNDER IF ANY OF THE FOREGOING IS NOT CURED WITHIN 30 DAYS AFTER ZENWORK’S INITIAL NOTICE TO YOU THEREOF. ANY SUSPENSION BY ZENWORK OF THE SERVICES UNDER THIS SECTION H SHALL, IN NO EVENT, EXCUSE YOU FROM YOUR OBLIGATION TO MAKE PAYMENT(S) TO ZENWORK.

AT YOUR REQUEST, AND FOR A PERIOD OF UP TO SIXTY (60) DAYS AFTER THE TERMINATION OR EXPIRATION OF THE APPLICABLE QUOTE, ZENWORK MAY PERMIT YOU TO ACCESS THE SERVICES SOLELY AND ABSOLUTELY TO THE EXTENT NECESSARY FOR YOU TO RETRIEVE A FILE OF YOUR RAW DATA THEN IN THE SERVICES ENVIRONMENT, PROVIDED, HOWEVER, THAT THE FORM OF THE FILE OBTAINABLE BY YOU MAY BE A SCREEN SHOT, .PDF OR OTHER NON-ELECTRONIC OR NON-ELECTRONICALLY MANIPULATIVE FORM IN THE EVENT THAT YOU ARE IN BREACH OF THESE TERMS OR OTHERWISE HAVE ANY AMOUNTS DUE AND OWING TO ZENWORK.

You agree and acknowledge that Zenwork has no obligation to retain Your data and that Your data may be irretrievably deleted after sixty (60) days following the termination of the Quote.

Provisions that survive termination or expiration of the Quote or these Terms are those relating to limitation of liability, indemnity, confidentiality, data retention and privacy, payment, and others which by their nature are intended to survive.

You agree to pay for all Services ordered as set forth in the applicable Quote. Unless expressly stated otherwise in an applicable Quote, any rates or fees identified in a Quote may be adjusted no more than once every twelve (12) months by upon thirty days written notice to You, including by email or by notice on Zenwork’s website. In addition, rates or fees may be adjusted at any time and from time to time to reflect increases in the Consumer Price Index or other direct costs, upon written notice to You, including by email or by notice on Zenwork’s website. Discounts (if any) are based on the filing by You of the quantity of forms or transactions identified in the Quote, within the Term of the Quote.

If Customer prepays fees for forms or transactions, rights to file such forms or transactions shall expire on the earlier of the anniversary of the “paid by” date if stated in the Quote or the anniversary of the date of the Quote. No credit or refund shall be made in respect of such expired rights to file forms or transactions. Zenwork may, in its discretion, roll over expired rights to the next annual period.

No refunds of payments shall be made by Zenwork to Customer. In the event that any refund would otherwise be due for any reason, Zenwork shall provide credit to Customer’s account.

Payment can be completed via ACH, check, wire, a prepaid amount on Your account, payment upon each transaction, or an invoice sent upon request. If Zenwork agrees to process forms or transactions where no credit remains, Customer will be invoiced and agrees to make payment for these Services 10 calendar days from date of invoice. All fees due under the Quote are non-cancelable and the sums paid nonrefundable, except as otherwise specifically stated in the Quote.

You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Zenwork must pay based on the Services You ordered, except for taxes based on Zenwork’s income. You will reimburse Zenwork for reasonable expenses related to providing any on-site portion of the Services. Fees for Services listed in a Quote are exclusive of taxes and expenses. All amounts hereunder are due before or at the time of service unless otherwise set forth in the Quote. Any undisputed overdue amounts owed by You will accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable laws.

You agree that You have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in the Quote; however, the preceding does not relieve Zenwork of its obligation to deliver Services that You have ordered pursuant to the terms of the Quote.

1. Zenwork is an independent contractor, and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment-related taxes and insurance.

2. You shall obtain at Your sole expense any rights and consents from third parties whose information is provided by You to Zenwork in connection with the Services as necessary for Zenwork and its subcontractors to perform the Services.

3. The Quote and these Terms are governed by the substantive and procedural laws of Arkansas. You and Zenwork agree with and covenant to one another to submit to the exclusive jurisdiction of, and venue in, the courts in Fayetteville, Washington County, Arkansas in any dispute arising out of or relating to the Quote or this Agreement.

4. If You have a dispute with Zenwork or if You wish to provide a notice under the Indemnification section of the Quote or these Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to:

ZENWORK, INC.
1 EAST CENTER STREET
SUITE 250
FAYETTEVILLE, AR 72701
ATTENTION: LEGAL DEPARTMENT

EMAIL: [email protected]

Zenwork may give notice applicable to Zenwork’s software as a service customer base by means of a general notice on the Zenwork portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in Zenwork’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Zenwork’s account information.

5.You may not assign the Quote or these Terms, or any rights, interests or claims therein, or give or transfer the Services or an interest in them to another individual or entity. Zenwork may assign any Quote and these Terms to any acquirer of a controlling equity interest in Zenwork or its parent companies, or any acquirer of substantially all of Zenwork’s assets.

6.Except for actions for nonpayment of amounts owed to Zenwork or breach of Zenwork’s proprietary rights, no action, regardless of form, arising out of or relating to the Quote or these Terms may be brought by either Party more than two (2) years after the cause of action has accrued.

7. Zenwork may audit Your use of the Services. You agree to cooperate with Zenwork’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights as a result of the aforementioned audit. If You do not pay, Zenwork can terminate Your Services. You agree that Zenwork shall not be responsible for any of Your costs incurred in cooperating with the audit.

8. The Uniform Computer Information Transactions Act does not apply to the Quote or these Terms. You understand that Zenwork’s business partners, including any third-party firms retained by You to provide computer consulting Services, are independent of Zenwork and are not Zenwork’s agents. Zenwork is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as an Zenwork subcontractor on an engagement ordered under these Terms.