Product Specific Terms

In addition to the General Terms and other components of the Agreement, the following Product Specific Terms apply to your use of particular Solutions that may be ordered from or provided by Rightworks. Capitalized terms not defined herein shall have the meanings assigned to them in the General Terms.

  1. Intuit Inc. Flow-Through Terms. QuickBooks®, Lacerte® and ProSeries® software is owned by Intuit Inc. (“Intuit”). Such software is hosted by Rightworks under license from Intuit. Rightworks is solely responsible for the provision of all Solutions on the Rightworks website. You authorize Rightworks to install such software updates at its discretion and understand that the installation of such software updates may result in your need to perform a data file update of your company file(s). Rightworks has the right to rollback or postpone updates to the extent required. In addition to the General Terms:
    1. “QuickBooks® Products” means Intuit’s QuickBooks® Enterprise Solutions desktop software product and all other QuickBooks® Desktop products for Windows sold by Intuit in connection with the Solutions, any replacement product provided by Intuit, and all add-on products, services and features provided by Intuit, including updates, upgrades, enhancements, plug-ins, and other related components, as Intuit may release from time to time.
    2. you affirmatively accept, including on behalf of your Subscribers, Intuit’s end user license agreement (“EULA”) applicable to the Solutions you are accessing and using, and agree to do so only through Intuit’s standard in-product EULA process, and agree that you and your Subscribers are bound and governed by such EULAs with respect to your use of the Intuit products;
    3. you agree to register all licenses for each and every individual instance of an Intuit product used or accessed by you or your Subscribers within the applicable registration period;
    4. you agree to supply all license information (including version and year of the applicable Intuit product) to Rightworks for each instance you or a Subscriber wish to use;
    5. you agree to obtain any end user license agreements necessary for other software, whether associated with an Intuit product or not;
    6. you understand and agree that upon receipt of notice from Rightworks or Intuit that an Intuit product is being discontinued, you shall be required to upgrade to the latest version of such product or discontinue your use of the Solutions for that particular version and year-edition;
    7. you understand that you take full responsibility for retrieving your data from Rightworks in the case of termination of the Solutions and that you must effect such retrieval prior to termination during the period provided by Rightworks for retrieval, as further set forth herein;
    8. you understand that upon your discontinuation of the Solutions, you must obtain solely and directly from Intuit any physical media containing copies of the Intuit products to which you may be entitled;
    9. you understand and agree that despite Rightworks’ best efforts, in the case of data loss, loss of use or theft occurs, Intuit will have no liability for any damages associated therewith;
    10. you agree that you are solely responsible for the actions and behavior of your Subscribers;
    11. you understand and agree that Intuit provides no warranties for the Solutions and no warranties with respect to the performance of the Intuit products within the Solutions;
    12. you understand and agree that with respect to the QuickBooks Products®, Intuit is responsible only for support in accordance with the EULA and only to the extent the QuickBooks® Products would normally operate on each Subscriber’s own desktop computer, and not for support of, or relating to, the secure, remote hosting of, and access to, the QuickBooks® Products, their interoperation with the Solutions, or for support of any other products or services offered by Rightworks or third parties;
    13. you understand that you cannot technically or otherwise, by any means, allow two or more Subscribers to share a single account license (I.e., share the same set of log-in credentials – username and password- for that license), and that you are prohibited from doing so and based upon reporting metrics you will be notified of any violations when they occur and you shall immediately remedy any such violations (e.g., by buying an additional license, or preventing such account-sharing);
    14. you grant Rightworks the right to share your QuickBooks® license information, including all license-related keys and numbers, payroll keys, and numbers, and number of users for which you provide such licenses, with Intuit for verification and tracking purposes. This information is governed by the terms of Intuit’s Privacy Statement;
    15. you understand and agree that Intuit is not a party to this Agreement between you and Rightworks, is not responsible in any way whatsoever for the Solutions and has no liability therewith;
    16. you understand and agree that except for those licenses that you bring to Rightworks as a new Rightworks customer that you must either subscribe to QuickBooks® licenses through Rightworks, purchase QuickBooks® licenses through Rightworks, or purchase new QuickBooks® licenses directly from Intuit or from Intuit’s National Accounts organization or Intuit’s dedicated accountant sales partner program;
    17. you understand and agree that all QuickBooks® licenses that you subscribe to through Rightworks are valid only while you are a Rightworks customer and that each such license may be disabled at any time after the user account to which they were assigned is no longer paid for through Rightworks; and
    18. you understand and agree that if you subscribe to QuickBooks® Enterprise Solutions, upon availability of a new version, your access to the QuickBooks® Enterprise Solutions software through your subscription may be upgraded accordingly without prior notice or approval from you.
    19. Rightworks backs up Hosted Data. In addition to that, QuickBooks also creates a .QBB backup file. As part of routine maintenance, Rightworks, in its sole discretion, may from time to time delete such .QBB backup files. If you wish to retain these files, it is your responsibility to transfer them off of the Rightworks application servers.
  2. Thomson Reuters. Any Thomson Reuters products offered to you by Rightworks are owned by Thomson Reuters (Tax & Accounting) Inc. (“Thomson Reuters”). Such products are hosted by Rightworks under license from Thomson Reuters. In addition to all other terms and conditions in the General Terms, upon your purchase of any Thomson Reuters product through Rightworks:
    1. you affirmatively accept, on behalf of yourself and your Subscribers, Thomson Reuter’s end user license agreement (“EULA”) for each Thomson Reuter’s product accessed and used by you and/or your Subscribers, via Thomson Reuter’s in-product EULA acceptance process.
    2. you agree to register all licenses for each of the Thomson Reuters products used by you and/or your Subscribers; and
    3. you agree to obtain any end user license agreements necessary for third party software that may be required for Rightworks to provide you with hosting of and access to the applicable Thomson Reuters product(s), as determined solely by Rightworks, whether associated with the applicable Thomson Reuters product(s) or not (e.g. Microsoft Office); and
    4. you understand and agree that you and your Subscribers shall have access only to the Thomson Reuters product(s) for which you supply license information to Rightworks and which are licensed and registered to you and/or your Subscriber(s), as applicable, by Thomson Reuters.
  3. Drake. Drake® software offered to you hereunder is owned by Drake Enterprises, Ltd. (“Drake®”). Such software is hosted by Rightworks under license from Drake. Rightworks is solely responsible for the provision of all Solutions on the Rightworks website. You authorize Rightworks to install such software updates at its discretion and understand that the installation of such software updates may result in your need to perform a data file update of your company file(s). Rightworks has the right to rollback or postpone updates to the extent required. In addition to all other terms and conditions herein:
    1. you agree to affirmatively accept, on behalf of yourself and your Subscribers, the end user license agreements for each Drake product accessed and used by you and your Subscribers, and to do so only via Drake’s standard in-product end user license agreement process;
    2. you agree to register all licenses for each Drake product used by you or your Subscribers; and
    3. you agree to obtain any end user license agreements necessary for other software, whether associated with a Drake product or not.
  4. Rightworks Transaction Pro:
    1. Definitions:
      1. “Content” shall mean (1) the files, data and information submitted, transmitted, or used by you in connection with your use of the Services, and (2) the output generated by the Services to the extent it is unique to you.
      2. “Installable Product” means (i) the run-time version of the software installed on your local machine, and (ii) all associated software components, content, printed materials and “online” or electronic documentation downloaded or installed on your local machine.
      3. “Services” means (i) the services arising from and the content made available through your access to and use the Site, including without limitation the Software, and (ii) our provision and support of the Installable Products.
      4. “Site” means [https://www.rightworks.com] and any successor site.
      5. “Software” means (i) the server, platform and application software hosted by or on behalf of Rightworks underlying and used to deliver the Services, (ii) all server, platform and application software of third parties used to host, support or connect the software referred to in subsection (i) and accessible by you as part of the Services, and (iii) all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries and objects, the unique expressions of the selection, organization and presentation of user visible functions, all templates and the methods of presenting information, all updates, upgrades, patches, maintenance releases and bug fixes and all documentation relating to any of the foregoing, whether in read only memory, on any other media or in any other form.
    2. This Agreement shall be effective as of the date you accept it or first access or use the Services (the “Effective Date”) and shall remain in effect until the Services are terminated in accordance with this Agreement. Rightworks shall have the right to terminate this Agreement at any time with or without cause, which termination may include the termination of any license applicable to the Services (including the Installable Product) in accordance with the terms of our discontinuation policies. Termination of Services under our discontinuation policies may also include termination of support for the Services, and/or access to and use of the Services, including any add-on paid services, features, online tools or other third party applications, services or content accessible through the Services, in our sole discretion, to (i) phase out an older version of the Services, (ii) address security or vulnerability concerns with older versions of the Services, or (iii) address compatibility issues with older versions of the Services. Once we determine to discontinue the Services, no replacement download copies or physical copies of the Services will be provided or made available by us for that specific version of the Services.
    3. With respect to the Installable Product, the license to access and use the Services consists of a license to install and use the Installable Product you have purchased on a single computer, machine or device owned or controlled by you or your designee, including, without limitation, a server or other remote or virtual environment (a “Machine”), without a right to transfer, resell, further sublicense, loan or distribute the Installable Product or provide access to the Installable Product as a services or otherwise to any other person or entity. Notwithstanding the foregoing, you may (i) deactivate the Installable Product at any time through the Installable Product’s activation screen and move such the Installable Product to a different Machine and reactivate it, and (ii) access the Installable Product through a remote or virtual environment that is being hosted by you or on your behalf. To the extent you are accessing a hosted instance of the Installable Product that you have purchased, you agree and acknowledge that each user is required to have a license to the Services, and you agree not to provide or permit access to multiple users through a single instance of the Installable Product. The Installable Product contains a feature that permits it to communicate with us to verify if the Installable Product is properly licensed. You agree not to disable, tamper or interfere with our ability to communicate with the Installable Product for such purpose. The Installable Product will function in unregistered mode until activated. Activation, which can be achieved by entering a login and password and clicking the “Activate” button, is Machine specific and an Internet connection is required. Copies of the Installable Products which have not been activated will only function if transaction dates used on all imported transactions are a single random date. After the Installable Product is activated it becomes “unlocked” and will allow you to specify your own transaction dates.
    4. You acknowledge and agree that the Services will connect with Intuit’s QuickBooks online services (each, a “QuickBooks”) and that Rightworks will share Content with QuickBooks as instructed by you and as further stated in our Privacy Policy.
    5. You agree and acknowledge that the Services is not intended to be a substitute for regular backing up of your Content, and that although the Services has temporary storage through its ordinary course operations, it is principally a data migration tool and all temporary data stored or processed by the Services is deleted daily at midnight. Consequently, you are responsible for the integrity of your own Content while using the Services. While we will use commercially reasonable efforts to provide you with continuous access to the Services, the Content used during each session during which you access the Services will not be available to you following the termination of such session or for export after the termination of your subscription. Moreover, Rightworks does not guarantee the continued security of the Content. You are encouraged to practice effective and secure content retention.
  5. Rightworks Managed Security and Rightworks Managed Microsoft 365.
    1. Definitions:
      1. “Active Computer” means a personal computer with respect to which a Customer has purchased the Services.
      2. “Active User(s)” means User(s) with active assigned Seat(s).
      3. “Courseware” means training modules, games, artwork, videos, newsletters, security documents, or other content and materials provided by Rightworks.
      4. “LMS” means the cloud-based learning management system for the administration, documentation, tracking, reporting and delivery of Courseware, which includes any e-learning education courses or training programs.
      5. “Seat(s)” means the number of Users permitted access to the Services pursuant to the User count identified in a Customer’s Quotation or Account on the Web Portal.
      6. “Services” means one or more of Rightworks Managed Security products and services and Rightworks Managed Microsoft 365 products and services, which include, as applicable, with respect to a Customer’s Active Computers, Active Users, or both, as applicable, (i) the installation and initial and ongoing configuration of Third Party Licensed Services, (ii) the procurement, deployment, and ongoing administration of Third Party Licensed Services, (iii) the encryption of the Active Computer’s local hard drive(s), (iv) the monitoring of operating system updates, (v) the backing up of files, folders, and other data through the use of Third Party Licensed Services, (vi) the monitoring, mitigation of and response to threats through the use of Third Party Licensed Services, and (vii) the provision of security awareness training products and services such as Courseware, LMS, simulated phishing emails, other fake phishing services, domain and dark web threat monitoring services, and (viii) the Support Services. Certain of the Services include the Third Party Licensed Services.
      7. “Third Party Licensed Services” means software, hardware, materials, platforms, and other services licensed by or on behalf of Rightworks from third party(ies) in connection with the Services and made available to Active Users and/or on Active Computers, if applicable.
      8. “User(s)” means any of Customer’s employees or other third parties to whom Customer gives access to the Services.
    2. TRANSFER OF SERVICES; ASSIGNMENT OF SEATS; ACTIVE USERS AND ACTIVE COMPUTERS.
      1. Only the Account Owner or another employee of Customer specifically designated by the Account Owner may transfer the Services from one Active Computer to another or may transfer the Services from one User to another User (i.e. reallocate Seats assigned to specific Active Users). To transfer the Services from one Active Computer to another computer, both computers must be accessible to Rightworks and the Account Owner (or designated employee) must contact Rightworks to facilitate the transfer.
      2. Only the Account Owner may change or remove Services, which may be facilitated within the Account.
      3. Only the Account Owner or another employee of Customer specifically designated by the Account Owner may request Rightworks to restore backups of Customer Data or request Backed Up Data (defined below). Account Owners (or designated employees) may be asked to verify their identity through a security PIN.
    3. CERTAIN SERVICES ON PER SEAT BASIS.
      1. Certain of the Services are provided on a per-seat, subscription basis. The concurrent number of Active Users receiving access may not exceed the purchased number of Seats. If the number of Active Users exceed the purchased number of Seats, Customer shall either pay for any Seats that surpass the purchased amount or immediately reduce its number of Active Users. Customers (through their Account Owners or other designated administrators) are responsible for managing the creation, modification, revoking, and management of access to the Services by their Active Users via the Web Portal or such other method as established by Rightworks from time to time.
    4. CUSTOMER INFORMATION
      1. Ownership of Customer information. You represent and warrant that you are the legal and beneficial owner of all data and information, including personally identifiable information, that you have provided or will provide or make available to Rightworks in connection with the Services (for example, employee names, email addresses, etc.) (collectively, “Customer Information”). You are the exclusive owner of your Customer Data and no rights to said Customer Information are transferred to Rightworks, except for the license grant set forth in Section (c) below.
      2. Content of Customer Information. To the extent the Customer Information includes information belonging to a third party, you represent and warrant to Rightworks that you have any necessary rights, permission, authorizations, or consents from that third party to include that information in the Customer Data. You authorize Rightworks to copy, backup or transfer such Customer Data in connection with providing the Services. Rightworks does not need, nor does Rightworks request, any protected health information governed by the Health Insurance Portability and Accountability Act and its implementing regulations, any nonpublic consumer personally identifiable information or financial information governed by the Gramm-Leach-Bliley Act, or payment card information covered by the Payment Card Industry Data Security Standards in order to provide the Services. Customer should never disclose, nor allow to be disclosed, such information, and all obligations of the aforementioned regulations remain solely with Customer. The Services are not intended for use with minors (as defined by applicable law). Customer is prohibited from authorizing minors, as defined by applicable law, to use or access the Services, except as otherwise provided in a signed writing by an authorized representative of Rightworks.
      3. Administrative Privileges and Access to Active Computers and Applications of Active Users. If applicable, you hereby (i) authorize Rightworks to serve as your “Microsoft Partner of record” and (ii) authorize Rightworks to have certain administrative privileges with respect to your Microsoft licenses necessary to provide the Services. You acknowledge and understand that Rightworks may have access to the files on your Active Computers and the files accessible to your Active Users and the files on any network connected to such Active Computers or Active Users merely by virtue of having access to such Active Computers or access to the Microsoft Office 365 applications of your Active Users.
      4. License Grant. You grant Rightworks a non-exclusive, world-wide, royalty free right to access and use all Customer Information for the purpose of performing the Services and Rightworks’ obligations under the Agreement. You further grant Rightworks the right to share with the licensors of Third Party Licensed Services all Customer Information on a confidential basis in furtherance of Rightworks’ provision of the Services and performance of its obligations under the Agreement. Except for the limited license granted in the Agreement for Rightworks to access and use the Customer Information, nothing in the Agreement shall be construed as Rightworks any right, title, or interest in the Customer Information.
      5. Our Obligations. Rightworks makes reasonable efforts to maintain customer privacy and confidentiality in compliance with state, federal, and industry compliance standards. Under various federal, state or municipality compliance regulations, Rightworks may be considered either a Processor or Sub-processer of personal data, depending on what data comprises your Customer Information. We will back up and exercise commercially reasonable efforts to protect your data in connection with providing the Services. Nevertheless, it is your responsibility to exercise due diligence to ensure the protection of your Customer Information, and Rightworks shall have no liability for any harm or damages caused by your failure to safeguard your own Customer Information. Rightworks shall keep the Customer Information confidential and will not disclose Customer Information to any other Person except (a) as required to perform the Services, (b) as required by law or by court order, (c) as expressly permitted by Customer, or (d) as set forth in Rightworks’ Privacy Policy posted on rightworks.com. By using the Services, you acknowledge that Customer Information will be processed in accordance with both the Rightworks’ Privacy Policy and the Agreement. By using the Services, or submitting Customer Information via the Services, you expressly consent to such processing.
      6. No Liability. You agree that none of Rightworks, its affiliates, or its representatives or licensors shall have any liability or obligation with respect to the use or disclosure of any Customer Information in accordance with the terms of the Agreement.
      7. Rightworks Managed Security and Rightworks Managed Microsoft 365 Backups. If your Services include Secure Workstation, Managed Microsoft 365, or both, Rightworks and/or its licensors, as applicable, will back up your local and cloud data, as applicable, subject to the limitations set forth in the Agreement. If you have purchased Managed Security, your locally saved files and folders on all Active Computers will be backed up. If you have purchased Managed Microsoft 365, the files and other data available in the Microsoft 365 applications of your Active Users will be backed up. As used in these Product Specific Terms, the term “Backed Up Data” refers to (i) your locally saved files and folders on all Active Computers, (ii) the files and other data available in the Microsoft 365 applications of your Active Users, or (iii) both, depending on whether your Services include Secure Workstation, Managed Microsoft 365, or both. Secure Workstation retains your Backed Up Data so long as it is locally saved on your Active Computers. Managed Microsoft 365 automatically retains a Customer’s Backed Up Data at certain points and a Customer may request to restore its Backed Up Data to certain available daily, weekly, or monthly “back up points”. Backed Up Data for both Secure Workstation and Managed Microsoft 365 Customers may be provided to a Customer upon request to Rightworks by the Account Owner or other employee specifically designated by the Account Owner, subject to limitations as set forth in these Product Specific Terms and in the product details in a Quotation, on the Web Portal, or Rightworks’ website. Upon your request to Rightworks’ support team, your Account Owner or other specifically designated employee(s) may be given self-service access to your Backed Up Data, if available. You understand, acknowledge, and agree that while Right Networks will take reasonable measures to ensure the availability of Backed Up Data, Backed Up Data is not always available to be restored and Right Networks’ failure to provide you with your Backed Up Data upon request is subject to the provisions of and limitations set forth below.
    5. INTERNAL BUSINESS PURPOSES; COMPLIANCE WITH LAWS.
      1. Internal Business Purposes. To the extent you are purchasing any security awareness training (“Security Awareness Training”), You and your Users shall use Security Awareness Training solely for the internal business purposes of the Customer. Your license of the Security Awareness Training products is solely for use with Customer’s authorized Active Users and solely for Customer’s internal business purposes and not for resale or publication. Use of Security Awareness Training for analytical or research purposes, to be used or disclosed outside of Customer’s organization, is strictly prohibited. Sharing screenshots, downloads, or other forms of copying, duplicating, or replicating the Services, publicly or outside of Active Users, is strictly prohibited.
      2. Compliance with Laws and Governmental Regulations. You acknowledge that some of the Services (including Security Awareness Training) are designed to assist Customer in training Users and may include developing, customizing, and sending fake cybersecurity attack campaigns for purposes of employee training, but that Customer, and neither Rightworks nor any lessors of Third Party Licensed Services, will be responsible for Customer’s compliance with all laws and governmental regulations.
      3. You acknowledge and agree that the Services are for educational purposes only. Rightworks is not a law firm and it does not provide any professional or advisory services. Rightworks does not guarantee that your use of the Services will prevent your computers, networks, and other information technology systems from a virus, malware, hacking, ransomware, infection or otherwise being attacked or compromised. Furthermore, Rightworks does not guarantee that your use of the Services will prevent you or your employees from clicking on phishing emails or becoming victims of a cyberattack. Specifically, any “phishing reporting” tool included in the Services is for educational purposes only and you understand and acknowledge that Rightworks will not take any action or provide any assistance to you if a real phishing email is identified by you or any of your employees.
      4. You expressly waive any rights to sue Rightworks and any licensor of Third Party Licensed Services at law or in equity for any resulting consequences of conflicts between You and Your employees arising from the Services, including, but not limited to, results of simulated phishing or training activities, or revelations of any data uncovered in monitoring email address compromises related to breached websites, understanding that these revelations may expose Your employee(s) to be in conflict with the terms of employment and or acceptable use for such employee(s).
  6. Rightworks Connect:
    1. “Content” means any information, analytics, data, experience, report, result or product other than Hosted Data related to our provision of the Solutions to you, including any content that we make available to you in connection with your use of the Solutions.
    2. Data Management, Use, and Security.
      1. You acknowledge that we may directly and remotely communicate with devices synced to the Solutions for purposes of providing the Solutions, including, without limitation, (i) collecting and consolidating financial data from the synced application(s), (ii) verifying your credentials, (iii) issuing reports and alerts to you such as automated support requests and alert messages, (iv) providing you with upgrades, fixes, maintenance, configuration protocols, or similar actions as we deem appropriate for providing the Solutions, and (v) extracting anonymous usage information, service performance information, and infection logs. These communications may include, without limitation, SMS text messages, emails, and other push notifications.
      2. You represent and warrant that you have obtained any and all necessary permissions and consents and provided the necessary notifications to provide and otherwise share all data and information with us that are provided to us or collected by us, including, but not limited to Hosted Data, for all of the purposes described in these Product Specific Terms and the General Terms, and that providing us with such Hosted Data does not violate any applicable law or infringe any third party’s legal rights.
      3. You acknowledge that one of the Solutions includes benchmarking of Hosted Data (which may include Customer data and/or data of end clients) or Content against like-kind businesses. Accordingly, in consideration of Rightworks granting you access to the Solutions pursuant to the terms of your subscription, you grant us an irrevocable, perpetual, worldwide, transferable, non-exclusive license, on the terms and conditions set forth herein, to anonymize, de-identify and aggregate your Hosted Data or Content (“Aggregated Data”) and to combine or otherwise aggregate Aggregated Data with other anonymized, de-identified and aggregated data for the purpose of providing benchmarking data and other analytics and reports (“Reports”). This license includes, without limitation, the right to market and provide Aggregated Data and Reports (i) for one or more benchmarking module add-ons to any of our products (now existing or offered later), (ii) providing such Reports to third parties, for research, marketing or advertising, or (iii) for any other commercial purpose at our sole discretion. Any Hosted Data or Content that is aggregated with other data for benchmarking will be anonymized and pooled with a sufficient amount of other customer data or content, so that your Hosted Data or Content cannot be identified or connected to you. No specific, identifiable Hosted Data or Content will be made available to any third party not authorized by you to receive it (except as permitted in the Agreement). No license fee or royalty will be payable by us to you for our use of the Hosted Data or Content as permitted in the Agreement. Our right to preserve and use your Hosted Data or Content in anonymized or de-identified form for any of the purposes set forth in these Product Specific Terms and will survive the termination of the Agreement. For the avoidance of doubt, Rightworks is the sole and exclusive owner of the Solutions (including, without limitation, the Content), and all intellectual property rights vested therein. You are the exclusive owner of the Hosted Data, provided that you hereby grant us the right to use and disclose the Hosted Data for the purposes contemplated herein.
  7. Rightworks Academy:
    1. Definitions:
      1. “Academy Trademarks” means NEXT GENERATION ACCOUNTING FIRM® and THE MODERN FIRM (TM).
      2. “Client Materials” means the content, data or other information you provide, make available, or otherwise store with us in connection with our performance of the Services.
      3. “Membership Materials” means the Platform and, to the extent identified in the Statement of Work, the [Rightworks Trademarks] and third party resources licensed to Rightworks.
      4. “Membership Services” means the Academy Elite Membership Services, Advantage-level Membership Services and Digital-level Membership Services.
      5. “Platform” means the platform located at www.rightworks.com, a subdomain or page thereof, or another location as we may make available from time to time, and associated tools, lessons and resources located or linked therein.
      6. “Services” means the Membership Services and Website Services identified in a Statement of Work.
      7. “Statement of Work” means the order form reflecting the specific terms of the Services and incorporates the General Terms by reference and is executed by your authorized representative. A Statement of Work is considered a “Quotation” for the purposes of the General Terms.
      8. “Website” means the website on our Platform designed and delivered to you pursuant to the Website Setup and Subscription Services.
      9. “Website Setup and Subscription Services” has the meaning set forth in the Statement of Work for website setup and subscription services.
      10. “Website Hosting and Management Services” has the meaning set forth in the Statement of Work for website hosting and management.
      11. “Website Services” means the Website Setup and Subscription Services and the Website Hosting and Management Services.
    2. Services.
      1. Website Setup and Subscription Services. To the extent you have purchased Website Setup and Subscription Services, the following additional terms apply:
        1. Website Development Kick-off. As soon as practicable, but in any event within fifteen (15) days of the date of the Statement of Work, we will initiate arranging a website kick-off call (the “Kick-off Call”) to discuss the scope of the Website development.
        2. Cooperation. You will designate a point of contact who has the authority to make decisions for approval. You agree that this point of contact will make decisions in a timely manner. You agree to cooperate with us in good faith and provide us with all requested information or approval required us to perform the Website Setup and Subscription Services.
        3. Website Security. The Website will contain standard log-in and password protection. We will use commercially reasonable efforts to maintain the security and integrity of the Website. You will maintain the confidentiality and integrity of your log-in credentials and ensure that only authorized individuals have access.
    3. Rights and Ownership.
      1. Website Services. To the extent you have purchased Website Services, and subject to compliance with the General Terms, we hereby grant you a worldwide, non-exclusive, non-sublicenseable, non-transferable, revocable, royalty free, limited right and license to use the materials and information provided to you by us as part of your Statement of Work, including the Website, solely as required to publicly perform and display the Website on the internet.
      2. Membership Services. To the extent you have purchased Membership Services, and subject to compliance with the terms and conditions of the General Terms, we hereby grant you a worldwide, non-exclusive, non sublicenseable, non-transferable, revocable, royalty free, limited right and license to use the Membership Materials solely as required to access the Membership Services.
      3. Trademarks. Notwithstanding anything in this Agreement to the contrary, your use of an Academy Trademark shall be subject to the following trademark usage policy:
        • Subject to your status as an active customer of the Services in good standing, you have a limited, non-exclusive license to use the Academy Trademarks in marketing materials, websites, and other promotional content that indicates your firm’s partnership with or utilization of the Services.
        • The Academy Trademarks must be used in a manner that does not negatively impact the reputation or brand image of Rightworks.
        • You cannot alter, modify or change the Academy Trademarks in any way. All uses of the Academy Trademarks must be accompanies by the correct trademark symbol (™ or ® as applicable) and a statement attributing ownership of the trademarks to Rightworks.
        • You may not use the Academy Trademarks in a manner that implies sponsorship or endorsement by Rightworks beyond the scope of the Services.
        • You agree that you will not at any time during or after the Term assert or claim any interest in or do anything that may adversely affect the validity of any Academy Trademark or any other trademark, trade name or product designation belonging to or licensed to us (including, without limitation registering or attempting to register any Academy Trademark or any such other trademark, trade name or product designation).
        • You agree not to use any trademark, trade name or product name confusingly similar to a trademark, trade name or product name of Rightworks, except for an Academy Trademark expressly licensed hereunder.
        • All goodwill accumulated by your use of an Academy Trademark is owned and deemed to be accrued by Rightworks.
    4. Fees and Payment.
      1. Fees for the Services and timing of payments are set forth on the Statement of Work for such Service. Interest shall accrue at the lesser of 1.5% per month or the maximum amount permitted by applicable law for any fees that remain unpaid beyond any due dates. When you provide payment information to us or to one of our payment processors, you represent that you are the authorized user of the card, PIN, key, or account associated with that payment, that you are expressly authorizing us to charge your credit card or to process your payment with the chosen third-party payment processor for any fees you incur with us. We may require you to provide your address or other information to meet our obligations under applicable tax law. If your use of the Services is subject to any use or sales tax, then we may also charge you for those taxes. You acknowledge and agree that, except to the extent set forth in Section IV below, all fees paid by you are final and nonrefundable.
    5. Term and Termination
      1. Termination
        1. Membership Services. You may cancel renewal of the Membership Services by contacting us at academysupport@rightworks.com or calling Customer Success at (888) 379-8333 on or before the 25th day of the last month for which you would like to receive Membership Services.
        2. Website Setup and Subscription Services. Subject to Section II.2.A, you may terminate Website Setup and Subscription Services prior to the Kick-off Call for a full refund by contacting us at academysupport@rightworks.com. After such period, you may contact us to terminate the Website Setup and Subscription Services (or cancel renewal for such period beyond the Go Live Date), but all fees paid are nonrefundable.
        3. Website Hosting and Management Services. You may cancel renewal of the Website Hosting and Management Services by contacting us at academysupport@rightworks.com on or before the 25th day of the last month for which you would like to receive Website Hosting and Management Services.
      2. Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted to you by Rightworks hereunder will immediately and automatically terminate. We will hold your Client Materials for no fewer than ninety (90) days following termination for you to retrieve your Client Materials. Following that period, we may destroy your Client Materials in our sole discretion with no liability to you. You agree to promptly destroy or return all Rightworks Materials in your possession upon termination of the applicable Statement of Work.