Terms and Conditions

INTRODUCTION
1. These terms and conditions (the “General Terms”) govern your use of Rightworks Solutions. The term of these General Terms shall be the duration of your use of the Solutions.
2. By clicking to indicate your acceptance when prompted, purchasing, accepting or using the Solutions, you agree that:
  - You have read and understand these General Terms;
  - You are bound by these General Terms and all other elements of the Agreement (defined below); and
  - To the extent you (as an Account Owner) are purchasing or using the Solutions on behalf of a Customer (defined below), you have the power and authority to bind that Customer to these General Terms and all other elements of the Agreement.
3. We use the term “you” to refer to you as an individual and to any business entity (Customer) for which you are acting as an agent or representative. We use the term “we” or “us” to refer to Rightworks, LLC on behalf of itself and its Affiliates (collectively, “Rightworks”). You acknowledge and agree that certain Solutions are subject to additional Product Specific Terms (see Section 6) and/or other Documentation. These General Terms, the Product Specific Terms, any Documentation, and any Quotations are collectively referred to as the “Agreement”. To the extent there is a conflict between the provisions of any of these components, such a conflict will be resolved using the following order of precedence: an active Quotation, the Product Specific Terms, these General Terms, and the provisions of all other Documentation.
4. The Agreement is a legal contract between Rightworks and you. A Customer purchasing Solutions on behalf of a third party (such as a Customer’s client or a Subscriber), represents and warrants that (a) it is authorized to make the purchase and enter into the Agreement on behalf of such third party, and (b) the third-party is bound by the Agreement.
TERMS & DEFINITIONS
1. “Account” means, with respect to a Customer, the details of the Solutions currently purchased by such Customer for its benefit and/or the benefit of one or more particular Subscriber(s).
2. “Account Owner” means the Person deemed to have complete control over the Account.
3. “Affiliate” means, as applied to any Person, any other Person Controlled by, Controlling, or under common Control with that Person.
4. “AI Tools” means any engineered or machine-based systems that can, for a given set of objectives, generate outputs such as predictions, recommendations, or decisions influencing real or virtual environments.
5. “Available” means, as to a Solution ordered by a Customer, that such Solution is accessible and available for use by or on behalf of such Customer, notwithstanding any inaccessibility or unavailability caused by (i) Suspension, (ii) nonpayment, (iii) scheduled downtime, (iv) de minimis service interruptions, (v) interruptions outside of Rightworks’ reasonable control, including without limitation interruptions due to the acts or omissions of a third-party licensor, or (vi) a Customer’s or Subscriber’s own connectivity issues.
6. “Billing Period” means, with respect to an Account, a one-month period beginning on the date on which Rightworks first makes Solutions Available and recurring monthly until (a) with respect to a Monthly Term, a Customer Cancellation; or (b) with respect to a Committed Term subscription, the expiration of the applicable contract term length designated in a Quotation, in either case unless earlier terminated in accordance with these General Terms. License quantities for number of users may be increased during a Committed Term, but not decreased.
7. “Committed Term” means a subscription designated on a Quotation with a contract term length that is not monthly or month-to-month, for which you agree to pay consecutive monthly payments throughout the duration such term and any renewal period, if applicable. A Committed Term applies to the initial user licenses in a subscription and to any licenses added thereafter to that subscription. User licenses, including those added after Rightworks makes Solutions Available, may not be decreased during the relevant Committed Term and all user licenses in a Committed Term terminate on the same date.
8. “Control” means either the direct or indirect (i) control of more than 50% of the shares or other equity interests of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election or appointment of the corresponding managing authority), or (ii) power to manage, direct or cause the direction of the management and policies of such entity.
9. “Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;
10. “Customer Cancellation” means, with respect to an Account, the cancellation by a Customer of any or all of its and its Subscribers’ use of the Solutions.
11. “Customer” means the Person identified in a Quotation, contract or on a Web Portal and obligated to make payments to Rightworks with respect to Solutions purchased for use by one or more Subscribers.
12. “Discounts” means a discount to the Fees that are set forth in a Quotation or on a Web Portal.
13. “Documentation” means the policies, specifications, user manuals and any technical publications and materials, as applicable, made available by Rightworks relating to the Solutions. Documentation may be published on the Web Portal.
14. “Fees” means the fees corresponding to a particular Solution set forth in a Quotation or on the Web Portal, as discounted by any Discounts.
15. “Hosted Data” means the data that Customer or its Subscribers store on the Rightworks application servers or other technology infrastructure.
16. “Monthly Term” means a subscription designated on a Quotation with a contract term length no greater than one month. This may be reflected on a Quotation by a designation of “Monthly” or “Month-to-Month”.
17. “Person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality).
18. “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
19. “Quotation” means, with respect to a Customer, a writing (which may be electronic), such as an invoice or other quote, issued by Rightworks, setting forth the description of the particular Solutions purchased, the applicable Fees, any Discounts, and any additional terms and conditions applicable to the Solutions, as amended or updated from time to time.
20. “Solution” means any products or services offered by Rightworks, as well as any Third-Party Products and Services.
21. “Sub-processor” means any subcontracted third-party provider engaged by the Processor or service provider who processes customer personal data on behalf of the Processor or service provider.
22. “Subscriber” means a Person designated by a Customer and permitted to use one or more Solutions.
23. “Suspension” or “Suspend” means the denial of access to a Solution, which shall include the disabling of Customer’s and its Subscribers’ access to a Solution and the Customer’s and its Subscriber’s access to information or data stored on Rightworks’ servers (including, without limitation, Hosted Data).
24. “Third-Party Products and Services” means any and all third-party products and services that you license through Rightworks pursuant to a Quotation or the Web Portal, which may include, but is not limited to, Intuit, Drake, Thomson Reuters, Foxit software, Microsoft Office, Windows Desktop, Rewind, SmartVault, and DocuSign products and services, as applicable.
25. “Web Portal” means the Rightworks web portal located at myaccount.rightworks.com, connect.rightworks.com, academy.rightworks.com or any other portal through which Customers can manage their Account, add, and discontinue Solutions, enroll in training, and review billing details.
ACCOUNT OWNERS.
1. Only the Account Owner has the power to cancel the Account, change the name of the Customer, and/or make modifications to sub-accounts.
2. Only one named individual may be designated as Account Owner at any given time. The Account Owner role may be transitioned to another designee by contacting Rightworks Account Support.
3. It is the Account Owner’s obligation to keep updated the person named in the Account Owner role in each Web Portal, as applicable, including without limitation notifying Rightworks if the prior Account Owner becomes deceased or is no longer employed by the Customer.
FEES AND BILLING; SUPPORT SERVICES.
1. Orders. Your order will be deemed accepted by us upon our making Solutions Available. Your receipt of a Quotation or delivery to us of a signed Quotation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve all rights to decline any order, or require additional information before accepting an order and making Solutions Available.
2. Fees. In exchange for Rightworks making Solutions Available, Fees applicable to those Solutions shall accrue during the Billing Period. You agree that the Fees are in exchange for making the Solutions Available and Customer shall pay the Fees even if the Solutions were not used during the Billing Period. For any Committed Term, you agree to pay applicable Fees for the entire Committed Term. If you terminate a Committed Term subscription at any time during a Committed Term for any reason, a lump sum payment (equal to 100% of the monthly unpaid Fee times the number of months remaining on the Committed Term) will be due immediately and charged to your preferred payment method.
3. Service Adjustments. Fees will be prorated (“Prorated Fees”) for new Solutions purchased and made Available during a Billing Period. No amounts will be refunded with respect to cancellations or reductions of Solutions during a Billing Period. License quantities for number of users may be increased during a Committed Term, but not decreased.
4. Billing. Rightworks will charge Customer on the first day of each Billing Period for(i) Prorated Fees for Solutions added during the prior Billing Period, and (ii) Fees for Solutions purchased and active on your Account as of the first day of the Billing Period. Customer agrees to pay such amounts on the first day of each Billing Period.
5. Unpaid amounts shall accrue interest at the lesser rate of 2% per month or the highest rate permitted by law. Payment of Fees must be made by credit card (American Express, Visa, MasterCard, and/or Discover) or bank transfer (bank transfer is available only upon prior approval, additional fees may apply) or other method made available at Rightworks’ sole discretion.
6. In the event Customer chooses to pay by credit card or bank transfer, prior to activation of its Account and at any applicable time thereafter Customer authorizes Rightworks to charge the credit card provided by Customer or transfer funds from the bank account provided by Customer for the amount of the Fees.
7. All payments shall be made in United States Dollars (USD).
8. If the amounts payable for any Account you own or manage are past due in any Billing Period, in addition to Rightworks’ other remedies hereunder and in law and equity, you grant Rightworks the right to contact all Subscribers associated with your Accounts for direct billing.
9. Discounts. Rightworks may from time to time offer Discounts to Customers. These Discounts are conditioned upon a Customer’s and its Subscribers’ compliance with the terms of the Agreement.
10. Upon a Customer’s or a Subscriber’s breach of any of the terms of the Agreement, Rightworks may, in its sole discretion and without notice, revoke any Discounts offered to such Customer.
11. Discounts are applicable only to the particular Solution specified as discounted in the Quotation or on the Web Portal. Discounts are effective only for the period specified on the Quotation or on the Web Portal.
12. Fee Adjustments. The Fees shall be subject to price increases and decreases at any time by Rightworks in its sole discretion, provided that in each such case Rightworks shall notify the Account Owner of such adjustment no less than 30 days in advance of such adjustment.
13. Non-Refundable. All Fees are non-refundable.
14. Support Services. So long as Customer is not in default of its obligations under the Agreement, Rightworks will provide phone, chat and email support (the “Support Services”) in connection with the Solutions.
15. Notwithstanding the foregoing, Rightworks has no obligation to support: (a) services, hardware, or software provided by anyone other than Rightworks (except to the extent that Rightworks provides Support Services in connection with certain Third-Party Products and Services); (b) issues with the Solutions caused by Customer’s negligence, abuse, or misapplication; or (c) Customer’s use of Solutions in a manner other than as directed by Rightworks and/or the documentation provided with the Solutions.
16. If you deliver a Customer Cancellation of a Solution offered on a Committed Term prior to the end of such Committed Term, a lump sum payment equal to the product of (i) the monthly amount for the terminated Solution and (ii) the number of unpaid months remaining in the Committed Term will become immediately due and payable and may be charged by any authorized payment method on file.
17. Automatic Renewals of Committed Terms. Unless otherwise agreed to by Rightworks, Committed Terms set forth in Quotations will automatically renew for additional Committed Terms equal in length to the expiring Committed Term unless either party gives notice to the other of non-renewal at least 60 days prior to the expiration of the relevant Committed Term.
ACCEPTABLE USE
1. Rightworks strictly enforces compliance with its acceptable use terms under this Section 5. Failure to use the Solutions in compliance with the terms of this Section shall be deemed a material breach of this Agreement. You agree that you shall comply and you shall cause each of your Subscribers to comply with the terms of the Agreement. Furthermore, in connection with your use of the Solutions, you agree to not take any of the following actions, and to cause your Subscribers not to take any of the following actions:
  1. Violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government;
  2. Take any action which encourages or consists of any threat of harm of any kind to any person or property;
  3. Gain or attempt to gain any unauthorized access to any Solutions, accounts or Hosted Data of any customer, subscriber or other Person or disclose or use any such information without authorization;
  4. Install, nor run, nor attempt to install or run any executable software not authorized in writing by Rightworks on any Rightworks’ hosting system or servers;
  5. Make any inappropriate, illegal or otherwise prohibited communication to any newsgroup, mailing list, chat facility, or other internet forum;
  6. Transmit any unsolicited commercial or bulk email, engage in any activity known or considered to be “spamming,” “phishing,” “mail bombing” or similar activities and carry out any “denial of service” attacks on any other website or internet service;
  7. Engage in any activity of any kind that causes harm to minors or to perform any activity which is likely to cause such harm;
  8. Infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software;
  9. Remove or alter any copyright, trademark or other intellectual property notices with respect to the Solutions (including for the purpose of disguising or changing any indications of the ownership or source of the Solutions);
  10. Collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any Person without their express written consent (which may be through the Person’s registration and/or subscription to your services, in which case you must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law, and you shall maintain records of any such consent throughout the Term of the Agreement and for three years thereafter;
  11. Use the Solutions to import or copy any local files that you do not have the legal right to import or copy in this way;
  12. Reverse-engineer, decompile, disassemble, modify or create derivative works of the Solutions or any part thereof;
  13. Circumvent any technology used by Rightworks or its licensors to protect the Solutions (including, but not limited to, the Third-Party Products and Services);
  14. Sell, rent, sublicense or lease any part of the Solutions;
  15. Circumvent any territorial restrictions applied by Rightworks or its licensors;
  16. Harvest, collect or use addresses, phone numbers, email addresses or other contact information, except as you are expressly authorized to use by your clients;
  17. Solicit private information (including social security numbers, credit card numbers and passwords);
  18. Use any crawler, robot, spider, scraper, or other similar automated means to capture screen data while utilizing the Solutions;
  19. Perform any act that is illegal, infringing, fraudulent, malicious, or that could expose Rightworks, its Affiliates, or its other customers to harm or liability of any type;
  20. Post or copy malicious content such as malware, Trojan horses, or viruses, or otherwise interfere with any of Rightworks’ customers’ or subscribers’ access to the Solutions;
  21. Undertake any action which is harmful or potentially harmful to Rightworks or its infrastructure; or
  22. Use, copy, modify, rent, lease, sublease, sublicense or transfer the Solutions, including, without limitation, the Third-Party Products and Services.
PRODUCT-SPECIFIC TERMS
1. Use of the Solutions is subject to the applicable Product Specific Terms. We may amend to add or modify Product Specific Terms at any time.
THIRD-PARTY PRODUCTS AND SERVICES.
1. Licensors. You understand that the Third-Party Products and Services are owned by various third-party licensors.
2. The ability of Rightworks to provide the Third-Party Products and Services as part of the Solutions is conditioned upon Rightworks receiving necessary corresponding licenses from such licensors to provide you with the applicable Third-Party Products and Services.
3. To the extent that Rightworks loses one or more licenses to provide Third-Party Products and Services, Rightworks shall be entitled to immediately cease providing such Third-Party Products and Services as part of the Solutions. In such event, Rightworks will provide you with prompt notice and an opportunity to terminate the Solutions.
4. Installation and Configuration. You understand and agree that the Third-Party Products and Services, in some cases, must be installed and configured on a personal computer with respect to which a Customer has purchased the Solutions (an “Active Computer”) for such computers to receive the benefit of such software and other licensed programs.
5. You agree that Rightworks will exercise commercially reasonable efforts to install and configure the Third-Party Products and Services on your Active Computers to enable you to receive the intended benefit of the Solutions, but it is your responsibility to cooperate with Rightworks to enable us to install and configure the Third-Party Products and Services. If you do not cooperate or are unresponsive with respect to our attempts to install and configure the Third-Party Products and Services, you may incur charges for the Solutions without receiving the intended benefit of such Solutions.
6. You acknowledge and agree that it is your responsibility to cancel the Solutions to the extent you no longer wish to receive them, and that Rightworks shall not offer refunds of amounts charged to you for any period you were not receiving Solutions as a result of your failure to cooperate with Rightworks to install and configure the Third-Party Products and Services.
7. You understand and agree that any time new software is installed and configured, it may have unintended interactions with the computer’s operating system and/or other software applications accessible on such machine.
8. Rightworks will use commercially reasonable efforts in each case to install and configure the Third-Party Products and Services on your Active Computers without causing unintended disruption and to troubleshoot any adverse interactions that may arise, however, Rightworks does not guarantee that any installation or configuration of any Third-Party Products and Services will be error free.
9. Rightworks reserves the right to change the Solutions or add, remove or modify any particular Third-Party Products and Services provided as part of the Solutions at any time, with or without notice to you.
10. Certain Third-Party Products and Services are specific to the Active Computer on which they are installed, and those products and services may not be transferred to another computer except in accordance with the terms of the Agreement. You agree that you shall (and shall cause your Subscribers to) operate your Active Computers using reasonable judgment and will immediately contact Rightworks upon the discovery of any malicious content, malware, viruses, ransomware, or other suspected harmful intrusion.
11. Limitation of Liability. You agree that neither Rightworks (including its Affiliates) nor its licensors shall have any liability or obligation with respect to any adverse consequences of installing or configuring the Third-Party Products and Services or any other software required in connection with Rightworks’ performance of the Solutions, except to the extent such liability arises as a direct result of such party’s gross negligence or willful misconduct.
12. Compliance with Third-Party Agreements. On behalf of yourself and your Subscribers, you affirmatively accept and agree to comply with all software and end user license agreements and terms and conditions for Third-Party Products and Services (collectively, “Third-Party Agreements, Terms, and Conditions”) applicable to Third-Party Products and Services you are accessing and using, and agree that you and your Subscribers are bound and governed by such Third-Party Agreements, Terms, and Conditions with respect to your use of the Third-Party Products and Services.
13. Information Provided to Rightworks. You represent and warrant that you are the legal owner of all license information and personally identifiable information that you have provided or will provide to Rightworks, and that you have the right to provide to Rightworks any other information that you may provide to Rightworks.
14. You grant Rightworks the right to share with the licensors of Third-Party Products and Services your license information, including without limitation all license-related keys and numbers for all Third-Party Products and Services and all related services provided by the software licensor.
15. Ownership of Third-Party Products and Services. You acknowledge and agree that all rights, including intellectual property rights, in the Third-Party Products and Services are reserved to and owned exclusively by the licensor of the Third-Party Products and Services. Your rights to use the Third-Party Products and Services are limited to those rights expressly granted by the Agreement and any applicable Third-Party Agreements, or terms and conditions.
OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY
1. Ownership. The Solutions are protected by copyright laws, trade secret, as well as laws and any applicable regulations and/or treaties related to other forms of intellectual property. The Solutions make use of intellectual property of Rightworks including, but not limited to, Rightworks’ tools and technologies for infrastructure configuration, system virtualization, and customer service.
2. Rightworks and/or its licensors (such as the licensors of the Third-Party Products and Services) own, or have the necessary rights in, all intellectual property rights in the Solutions necessary to provide the Solutions to you, and for you to access and utilize the Solutions solely on the terms provided herein.
3. You understand and agree that all right, title, and interest Rightworks and its licensors have in the Solutions, and all intellectual property rights therein, shall remain the sole property of Rightworks or its licensors, as applicable, and that you have no right, title, or interest therein.
4. You shall not perform any security analysis of the Solutions or any component thereof without Rightworks’ prior, express written approval.
5. You shall not create any derivative works of the Solutions. You hereby assign all rights and ownership in any derivative works you create to Rightworks.
6. You hereby grant Rightworks the right to use and disclose the Hosted Data or Customer information for the purposes contemplated in the Agreement.
7. You agree that, except as specifically permitted in these General Terms, you will not:
  - Alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Solutions, or otherwise access or attempt to access the source code in the Solutions, or create derivative works from any of Rightworks’ intellectual property, including patents, copyrights, trademarks, service market trade names, design rights, database rights, domain names, trade secrets or other proprietary rights (together, the “Intellectual Property”);
  - License, share, resell, sell, provide for service bureau use, or otherwise transfer the Software or Rightworks’ Intellectual Property or access to such Solutions or Rightworks’ Intellectual Property to any third party;
  - Remove or alter any copyright notices or other notices included in the Solutions;
  - Access or use the Solutions to offer, build or support, or assist a third party in offering, building or supporting, products or services competitive with the Solutions;
  - Perform or disclose any benchmark or performance tests of the Solutions without our prior written consent; or
  - Perform or disclose any of the following security test activities related to the Solutions or associated infrastructure without our prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing.
8. License Grant.
  - Subject to your compliance with the terms of the Agreement, Rightworks hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use those Solutions which are active on your Account during the Billing Period, solely for your internal business purposes.
  - This license shall automatically renew during each Billing Period until Customer Cancellation (for a Monthly Term subscription), expiration of the Committed Term (for a Committed Term subscription) or termination of the Agreement or of any particular Solution by Rightworks. For certain Solutions, the license is limited to use only by your Active Users and/or solely on your Active Computers.
PRIVACY AND CONFIDENTIALITY
1. Rightworks takes reasonable efforts to maintain customer privacy and confidentiality in compliance with federal, state, and industry compliance standards with respect to Hosted Data, Customer contact information, and Customer support information. These efforts include, but are not limited to, RDP encryption, username-based authentication, access control lists, user rights restriction, and other technical and administrative controls.
2. Rightworks offers Multifactor Authentication (“MFA”) to all Customers of its Solutions. It is your responsibility to exercise due diligence to ensure your use (and your Subscribers’ use) of the MFA feature. Rightworks shall have no liability for any harm or damages caused by your or your Subscribers’ failure to use the MFA feature. You may, at your discretion, and within the technical limitations of the Solutions, encrypt or password-protect your Hosted Data.
3. In the ordinary course of business, Rightworks will provide access to your Hosted Data only to those persons you authorize (by first name, last name, and email address), and to Rightworks personnel who need to have access to the Hosted Data to provide the Solutions.
4. Except in order to provide the Solutions and in accordance with the Agreement or as set forth in Rightworks’ Privacy Policy, Rightworks will not disclose Hosted Data to a third party except as required under a legal obligation, such as when presented with a duly executed warrant or court order.
5. If not explicitly prohibited by the warrant or court order, Rightworks will advise you of this legal demand following its lawful production.
6. Rightworks may also aggregate or anonymize your Hosted Data or Customer information (“Aggregate Data”), and may use or disclose Aggregate Data during and after the term of the
7. Agreement to analyze, develop, improve, support or operate the Solutions, to develop new Solutions or services, and/or to generate industry benchmarks or best practices guidance, recommendations, or similar reports.
8. Rightworks retains all Intellectual Property rights in Aggregate Data. For clarity, Aggregate Data does not include personally identifiable information.
9. Rightworks may have access to data concerning registration, use, and administration of the Solutions and Web Portals that we may capture and may make available to you (“Administrative Data”).
10. Administrative Data is processed by us to provide and operate the Solutions and Web Portals, bill and invoice you, measure customer experience and adoption, monitor security, conduct investigations, develop new products, and operate and improve our business, and you agree that we may use such Administrative Data for any such envisioned purpose.
11. Hosted Data. You hereby represent and warrant that (i) the Account Owner or Customer (as applicable) either are exclusive owner of the Hosted Data or have sufficient rights and all required third-party consents, permissions and licenses in and to the Hosted Data as may be necessary or appropriate for use of the Hosted Data with the Solutions; (ii) you authorize us to interact with the Solutions in order to retrieve and process the Hosted Data; and (iii) you grant Rightworks a limited, worldwide, royalty-free, non-exclusive, assignable license to copy, host, view, reformat, transmit, display and otherwise use the Hosted Data as necessary, in each case solely for the purposes of providing the Solutions.
12. You maintain ownership of and responsibility for the following while using the Solutions: (1) the files, data, and information submitted, transmitted, or used by you in connection with your use of the Solutions (including your Hosted Data), and (2) the output generated by the Solutions to the extent it is unique to you.
13. Rightworks will not access the Hosted Data except (1) as part of providing, maintaining, securing or modifying the Solutions for you; (2) via automated tools intended to address or prevent a service, support, or technical issue; (3) with your consent given to our technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue; (4) in connection with legal obligations or proceedings as described below; or (5) as otherwise described in our Privacy Policy.
14. You are solely responsible for verifying the integrity of Account and your Hosted Data at least every ninety (90) days, including verifying that any Hosted Data that is the subject of a verified client request for correction or deletion is timely corrected or deleted.
15. If you purchase any third-party service offerings through Rightworks (including any Third-Party Products or Services), you authorize Rightworks to share your first name, last name, and email address with third-party service providers to the extent necessary for them to provide their offerings to you.
16. You are also bound by the terms and provisions of our Privacy Policy posted at https://www.rightworks.com/privacy-policy/.
17. You hereby grant us and our affiliates and partners permission to send you messages regarding the Solutions, features, service alerts, and network activity in accordance with our Privacy Policy.
18. Login Security.
19. You are solely responsible for ensuring that your login information is utilized only by you, and that each of your Subscriber’s login information is used only by that Subscriber.
20. Your responsibility includes ensuring the secrecy and strength of your passwords and your Subscribers’ passwords. Rightworks shall have no liability resulting from the unauthorized use of your login information, except as a direct result of Rightworks’ gross negligence or willful misconduct.
21. Unauthorized Access; Account Reset
22. Rightworks is not responsible for detecting lost, stolen, or unauthorized access to your Hosted Data or to the Solutions.
23. If your login information is lost, stolen, or used by unauthorized parties or if you believe that your Hosted Data or the Solutions you have purchased have been accessed by unauthorized parties, it is your responsibility to immediately notify Rightworks to request that the account login information be reset.
24. You are solely responsible for complying with all applicable laws and regulations with respect to notification and other requirements related to any such unauthorized access to your Hosted Data or your Solutions.
25. After Rightworks receives and validates your request to reset account login information, Rightworks will use its reasonable efforts to take the requested action.
TERM AND TERMINATION
1. Agreement Term.
2. The term of the Agreement is the duration of your use of the Solutions (the “Term”).
3. Rightworks Termination Right.
4. Rightworks may terminate the Agreement or any subscription for any Solution (i) on ninety (90) days’ written notice to you with or without cause; (ii) upon written notice to you in the event that Rightworks elects, in its sole discretion, to cease doing business in the jurisdiction where you reside or operate; (iii) on written notice to you in the event that Rightworks loses access to any license necessary to provide a Solution; or (iv) with or without notice for cause, if (a) any Fee for the Solution is more than fifteen (15) days overdue; or (b) you or your Subscribers commit any material breach of any term of the Agreement, including, without limitation ,any failure to timely pay Fees.
CUSTOMER TERMINATION RIGHT
1. The Account Owner may terminate his or her applicable Account by contacting the Rightworks Customer Success Team at (888) 379-8333. Any early termination of a subscription for Solutions may result in additional Fees due by you to Rightworks as described in these General Terms or on a Quotation, depending on whether the Account Owner desires to terminate a subscription with a Monthly Term or a Committed Term.
SUSPENSION
1. Suspension on Breach. In addition to any of its other rights and remedies in law or in equity, in the event of you or your Subscribers’ breach of any term of the Agreement, including without limitation, any failure to timely pay Fees, Rightworks may with or without notice Suspend your Account in Rightworks’ sole and absolute discretion.
2. Continued Payments. Fees will continue to accrue on Suspended Accounts and you continue to remain responsible for the payment of Fees during the period of Suspension.
3. Account Reactivation. Suspended Accounts may be reactivated upon (i) payment of a $50.00 reactivation fee, (ii) payment of all outstanding Fees, including any interest thereon, and (iii) cure of any other breach of the Agreement, all of which must be completed prior to reactivation of the Suspended Account. Once the above conditions are satisfied, Account reactivation may take several business days. All past due and unpaid Fees are subject to collection through third-party collection agencies. In the event of such collection action, Customer shall be liable for costs of collection including but not limited to attorney’s fees, court costs, and collection agency fees.
OTHER CONSEQUENCES OF TERMINATION
1. Data Retention. Upon termination of the Agreement, (a) neither Rightworks nor its licensors shall have any obligation to retain any Customer information or Hosted Data, and (b) Rightworks may delete or destroy all Customer information or Hosted Data in Rightworks’ possession, except as otherwise provided in these General Terms or the Product Specific Terms. Notwithstanding the foregoing, Rightworks will retain Hosted Data or other Customer data for at least ninety (90) days following the effective date of termination.
2. Restoration of terminated Hosted Data may be provided subject to a terminated data restore fee of not less than $150.00.
3. License Termination. Upon termination of the Agreement, all licenses and rights granted to you hereunder immediately terminate, and you shall and shall cause your Subscribers to cease all use of the Solutions, except that the Account Owner may continue to access the Customer’s Account to view the Customer’s account details and purchased Solutions.
RIGHTS UPON ISSUANCE OF CIVIL OR CRIMINAL PROCESS
1. If Rightworks is served with civil or criminal process relating to an Account or the Hosted Data relating to such Account, Rightworks shall have the right to take whatever action it deems reasonably necessary to comply with such civil or criminal process, including, without limitation, suspending your access to your Hosted Data and the Solutions.
2. In the event that Rightworks incurs legal fees and costs in connection with any such civil or criminal process, you will be responsible for reimbursing Rightworks for all such fees and costs.
WARRANTIES; LIMITATION OF LIABILITY
1. Rightworks makes every reasonable effort to maintain operation of the Solutions. Notwithstanding the foregoing, because many events and circumstances are beyond the control of Rightworks, Rightworks does not in any way warrant or otherwise guarantee the Availability of the Rightworks systems, servers, databases, or solutions and/or solution components, and is not responsible for any delay or loss of data or other data corruption, lack of or slow internet connection or computer processing, or any other such issues.
2. Rightworks, at its sole discretion, may limit or deny access to its cloud infrastructure, if, in the judgment of Rightworks, such limitations or denials of access are required to assure the security of the network, the integrity of the network infrastructure, and/or to prevent damage to the network, the software, or the data stored on Rightworks servers.
3. ALL SOLUTIONS ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE, NON-INFRINGEMENT, DATA ACCURACY OR DATA SECURITY.
4. Your sole remedy for any problems or dissatisfaction with the solutions offered by Rightworks is to uninstall the provided client software, and to cease using the solutions.
5. You agree that Rightworks has no obligation or liability arising from third-party applications (including, without limitation, the Third-Party Products and Services) or any content that you access via the Solutions, and that any relationship with such third-party applications are governed by separate agreements with those third parties.
6. You agree to comply with any applicable third-party terms and obligations when utilizing the Solutions, regardless of whether payment for these services is made directly to Rightworks or to a third-party provider.
7. The total liability of Rightworks (including its officers, directors, agents and employees) to Customer for any and all liabilities, claims or damages arising out of or relating to the Solutions or the Agreement, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability, or otherwise, shall not, in the aggregate, exceed the payments actually received by Rightworks from Customer specifically giving rise to the claim in the six months preceding the claim.
8. No action or claim of any type relating to the Solutions or the Agreement may be brought or made by Customer more than one (1) year after Customer first has, or should have had, knowledge of the basis of the action or claim.
9. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RIGHTWORKS (INCLUDING ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) BE LIABLE TO YOU OR TO ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS ORCOSTS OF LOST OR DAMAGED DATA. IN NO EVENT WILL RIGHTWORKS BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTES SERVICES OR PRODUCTS. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU BY ANY ACTS OR OMISSIONS OF RIGHTWORKS (INCLUDING ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) RELATING TO OR IN CONNECTION WITH THE SOLUTIONS OR THE AGREEMENT SHALL BE A CREDIT EQUAL TO THE FEES PAID BY YOU TO RIGHTWORKS AS PRO-RATED FOR THE PERIOD CORRESPONDING TO ANY TIME THE SOLUTION AT ISSUE WAS NOT AVAILABLE.
10. You acknowledge that the solutions rely upon data communication media that are not under the control of Rightworks, and which are potentially vulnerable to data or security breaches, including, without limitation, networks used by your carriers, and the databases and servers controlled by your Internet providers. Rightworks (including its Officers, Directors, Agents, and Employees) shall not be liable for any such breaches.
11. Certain of the Solutions provide the capabilities to track compliance with regulations, create legal documents, and aid in understanding your legal and ethical accounting obligations.
12. HOWEVER, YOU UNDERSTAND THAT THE SOLUTIONS ARE NOT INTENDED TO PROVIDE PROFESSIONAL ADVICE, AND ARE NOT A SUBSTITUTE FOR LEGAL, ACCOUNTING, FINANCIAL, COMPLIANCE OR OTHER FORMS OF ADVISORY SERVICES. Results, reports, sample agreements, templates and other information generated by or provided through the Solutions must be reviewed in consultation with your professional advisors.
13. You acknowledge that the Solutions are not intended for, nor suitable for use in situations or environments where system or data unavailability, delayed system response times, or inaccuracy and/or incompleteness of system responses could lead to death, serious personal injury, or severe physical, financial or environmental damage.
14. Using the solutions in direct connection with the trading of securities is not permitted.
15. Rightworks has no obligation to:
  - Verify the identity of the persons contributing content to the solutions; nor
  - Monitor the use of the solutions by other users; Now, therefore:
  - Rightworks disclaims all liability for identity theft and/or any other adverse effects arising from the misuse of your identity, credentials, customer-established access controls, or published content by others.
INDEMNITY
1. You agree to fully defend (with counsel acceptable to Rightworks), indemnify, and hold harmless Rightworks (including its Affiliates) and our officers, directors, agents, and employees, in their official and personal capacities, of and from any and all third-party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including reasonable attorneys’ fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of, in connection with or relating to:
2. Any actual or alleged (i) breach of the Agreement by you or your Subscribers;
3. Your negligence, willful misconduct, or illegal acts, or those of your customer;
4. Any violation or misappropriation of any Person’s intellectual property or other proprietary rights based on your use of the Solutions, other than in strict accordance with the Agreement;
5. Your failure to maintain the confidentiality of your Hosted Data or Account information; and/or
6. Introduction of malicious content such as malware, Trojan horses, or viruses in the Solutions.
7. You agree that you will keep confidential all Account information provided to you by or on behalf of Rightworks, including usernames and passwords, and that you assume all responsibility for any loss, theft, or other destruction of any such data caused by, or attributable to, your actions or reasonable failure to act.
FORCE MAJEURE / WITHDRAWAL FROM BUSINESS
1. Except for payment obligations, either party to the Agreement shall be excused from any delay or failure in performance of this Agreement caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, earthquake, labor disputes and/or strikes, riots, war, outbreaks, epidemics and pandemics, government shut downs, and/or other restrictions or requirements.
2. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
ASSIGNMENT
1. The Agreement and the rights and obligations of a party under the Agreement may not be assigned, delegated, or transferred without the prior written consent of the other party, except that Rightworks may freely assign any or all of its rights hereunder to any Affiliate or successor-in-interest of Rightworks.
2. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.
SEVERABILITY
1. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
CHOICE OF LAW
1. The Agreement shall be interpreted under the laws of the State of New Hampshire, without regard to its conflict-of-law rules, which refer to or apply the law of another jurisdiction.
2. Subject to the provisions of Section 18, the parties agree that the State or Federal courts in the State of New Hampshire shall have exclusive jurisdiction over any matter arising out of or relating to the Agreement, and both parties’ consent to jurisdiction and venue in such courts.
DISPUTE RESOLUTION
1. Any claim, dispute or controversy with respect to, in connection with, or arising out of the Agreement shall be subject to, and decided by, arbitration in the City of Nashua, State of New Hampshire, by a panel of three arbitrators.
2. Each party shall designate one disinterested arbitrator and the two arbitrators so designated shall select a third arbitrator.
3. The persons selected as arbitrators need not be professional arbitrators, and persons such as lawyers, accountants, brokers and bankers shall be acceptable, but each shall have substantial experience with respect to information technology and development.
4. The arbitration proceeding shall be conducted in accordance with the then-current commercial arbitration rules of the American Arbitration Association.
5. Any party may initiate arbitration proceedings hereunder by providing written notice (“Demand for Arbitration”) to the other party to such claim, dispute, or controversy.
6. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute, or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the earlier of (1) the date when institution of such claim, dispute, or controversy would be barred by the applicable statutes of limitations, or (2) one year from the date such claim, dispute, or controversy arose.
7. Arbitration proceedings shall commence within thirty (30) days of such notice, or as soon thereafter as practicable.
8. Arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings.
9. The written award of a majority of the arbitrators shall be final and binding upon the parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including the Federal district courts located in the City of Nashua, State of New Hampshire.
10. All costs of any such arbitration shall be borne equally by the parties.
11. This Section shall not be construed to prohibit either party from seeking preliminary or permanent injunctive relief in the State or Federal courts in the State of New Hampshire in accordance with the provisions of Section 20.
12. Notwithstanding the foregoing, the arbitrator hearing the dispute to which the injunction pertains will have the power to modify or dissolve any such injunction, or to order additional injunctive relief, in connection with the final arbitration award.
13. The parties, their representatives, other participants, and the mediator and arbitrator shall hold the existence, content, and result of any mediation and/or arbitration in confidence except to the extent necessary to enforce a final settlement agreement or to obtain and secure enforcement of, or a judgment on, an arbitration decision and award.
TRADEMARKS AND COPYRIGHT
1. “Rightworks”, “HyperRight”, “OneSpace” and “The Right Way to The Cloud” are trademarks of Rightworks, LLC. Any other trademarks referenced in this Agreement are property of their respective owners.
2. Except were explicitly noted, all content available on this and other Rightworks web sites are Copyright © 2023 Rightworks, LLC. Reproduction, derivative use, and/or distribution of copyrighted content is prohibited, except as permitted under applicable law.
EXPORT
1. Your access to and use of the Solutions shall comply with all applicable export laws of the United States, including, without limitation, the U.S. Export Administration Regulations, and any related prohibitions and/or restrictions as mandated by the various agencies of the United States Federal Government.
2. Without limiting the foregoing, the Solutions may not be exported or re-exported into (or to a resident or national of):
  - Any country sanctioned by the United States government identified on the list published by the U.S. Bureau of Industry and Security, including Belarus, Russia, Cuba, Iran, North Korea, Sudan and Syria, as such list may be updated from time to time;
  - Any country, entity or person identified on any sanction lists, specifically designated nationals lists, denied party lists, or entity lists as published by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury, as such lists may be updated from time to time;
  - Any other country subject to United States embargo or UN Sanctions; or
  - Any other prohibited country, person, end-user, or entity otherwise and so designated by the United States Federal Government.
3. You will not use any data, information, software programs, or materials resulting from the Solutions (or any direct product thereof) for any purpose prohibited by these laws, including, without limitation, the development, transport, proliferation, and/or use of nuclear, chemical, and/or biological weapons, nor the related development of missile and/or weapons delivery technology.
AUDIT RIGHTS
1. Customer will retain all records and documentation with regard to Customer’s compliance with the Agreement throughout the Term and for three (3) years thereafter.
2. At all reasonable times during the Term and such subsequent three (3) year period, Rightworks and/or our duly authorized representative shall be permitted access to such records and documentation for purposes of auditing and verifying compliance with the Agreement, upon at least ten (10) business days’ prior written notice, and during Customer’s regular business hours.
ACKNOWLEDGEMENTS
1. If you provide any third parties with information, including, but not limited to, web content, printed advertising, and/or electronic advertising that directly links or refers to the Solutions, said information must identify those services as “Powered by Rightworks” and, if on a web page, such identification must be clearly displayed via the following HTML code:
  - <a href=”https://www.rightworks.com/”><img src=”https://www.rightworks.com/wp-content/uploads/2023/10/RW_LG_powered-by_DARK.svg” alt=”Powered by Rightworks(R)”></a>.
2. If you use Rightworks to provide services to your customers, your user agreements must include the following text, with appropriate substitutions for the italicized text:
  - “Your Customer understands and agrees that: a) Your Legal Entity may use sub-vendors to deliver its services, b) sub-vendors are not a party to Your Agreement, c) Your Legal Entity is not affiliated with or endorsed by its sub-vendors unless otherwise stated herein, d) Your Customer disclaims any liability by all sub-vendors related to services purchased through Your Legal Entity, and e) Your Legal Entity is solely responsible for the provision all services on Your Website.”
3. Notwithstanding the above, all users of the Solutions are parties to the Agreement, and agree to the above with respect to any intermediary if using Rightworks through such.
4. In addition, Rightworks retains the right to terminate any rights to use “Powered by Rightworks” under this Section at any time, and upon such notice of termination, you shall immediately cease all such use.
NO AGENCY
1. Nothing contained in the Agreement shall be interpreted as creating an agency, partnership, or joint venture between Rightworks and you.
AMENDMENT
1. Rightworks may, without advance notice, amend these General Terms from time to time, and will do so by posting the new General Terms on the Rightworks website or other interfaces through which you have ordered the Solutions.
2. Each and every such amendment shall become effective immediately for users of the Solutions, including, but not limited to, all pre-existing and future accounts.
3. It is your responsibility to periodically check the Rightworks website for updates of these General Terms.
4. With respect to such modified General Terms, we may, at our sole discretion, require you to execute a “click accept” agreement incorporated into our sign-on mechanisms as a condition of accessing the Solutions after initial delivery.
5. Even without a “click accept” agreement, your continued use of the Solutions after such modifications will constitute your acknowledgement and agreement of the modified Agreement.
MISCELLANEOUS
1. Our failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right.
2. All provisions of the Agreement that by their nature are intended to survive any termination or expiration of this Agreement shall so survive, including, without limitation, Sections 4-6 and 8-16.
3. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
4. Any and all rights not otherwise expressly granted by this Agreement are reserved by Rightworks, LLC.

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