Terms and Conditions

Last Updated: October 2026

INTRODUCTION.
1. These Terms and Conditions (these “General Terms”), together with the Privacy Policy, Product-Specific Terms, any Documentation, and any Order Forms shall govern Customer’s and its Users’ use of and access to the Solutions and Rightworks websites, and shall constitute the full agreement between Customer and Rightworks, LLC with respect to the Solutions and any Third-Party Products and Services (collectively, 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 Order Form, the Product-Specific Terms, these General Terms, the Privacy Policy, and all other Documentation. Notwithstanding the foregoing, if Customer and Rightworks have entered into a separately executed master services agreement governing Customer’s use of the Solutions, such agreement shall govern Customer’s use of the Solutions and these General Terms shall not apply except to the extent expressly incorporated into such agreement.
2. 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”). The Agreement is a legal contract between Rightworks and you when accepted by you. You accept the Agreement by indicating your acceptance when prompted, or by accessing or using Solutions. The individual accepting the Agreement represents that they are authorized to form a binding contract with us, and, to the extent accepting these terms on behalf of an entity, has the authority to represent and bind the entity. Each User is bound by the Agreement, including where the User accesses or uses the Solutions through a Customer, reseller, or other intermediary.
DEFINITIONS.
1. “Account” means the profile or record maintained by Rightworks with respect to a Customer that identifies the details of the Solutions currently purchased by such Customer.
2. “Account Owner” means the Person designated in the Account or applicable Web Portal as having primary administrative authority over the Account, including authority to manage Users, update billing information, and request cancellation or other Account changes, subject to any applicable Rightworks verification procedures.
3. “Affiliate” means, as applied to any Person, any other Person Controlled by, Controlling, or under common Control with that Person.
4. “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) scheduled downtime, (iii) de minimis service interruptions, (iv) interruptions outside of Rightworks’ reasonable control, including without limitation interruptions due to the acts or omissions of a third-party licensor, or (v) a Customer’s or User’s own connectivity issues.
5. “Billing Period” means the recurring period for which Fees are invoiced or charged with respect to an Account, beginning on the date on which Rightworks first makes Solutions Available or such other date stated in the applicable Order Form or Web Portal.
6. “Committed Term” means a subscription designated on an Order Form with a contract term length that is not monthly or month-to-month, for which you agree to pay Fees for the full duration of such term and any renewal term, if applicable. A Committed Term applies to the initial user licenses in a subscription and to any licenses added thereafter to that subscription. All user licenses in a Committed Term terminate on the same date.
7. “Confidential Information” means all non-public information (however recorded or preserved) disclosed by a party to the other party that is conspicuously marked as confidential or would normally be considered confidential information by a reasonable party under the circumstances. None of Aggregate Data, Administrative Data or Feedback, each as defined below, shall be considered “Confidential Information”.
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. “Customer” means the Person identified in an Order Form or on a Web Portal and obligated to make payments to Rightworks with respect to Solutions purchased for use by one or more Users.
10. “Customer Cancellation” means, with respect to an Account, the cancellation by a Customer of any relevant subscription to the Solutions.
11. “Discounts” means a discount to the Fees that are set forth in an Order Form or on a Web Portal.
12. “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.
13. “Fees” means the fees corresponding to a particular Solution set forth in an Order Form or on the Web Portal, as discounted by any Discounts.
14. “Hosted Data” means the data that Customer or its Users store on the Rightworks application servers or other technology infrastructure. Hosted Data includes data that Customer provides to Rightworks via Third-Party Products and Services or by connecting an external application or data source. Hosted Data does not include Aggregate Data or Administrative Data.
15. “Monthly Term” means a subscription designated on an Order Form with a contract term length no greater than one month. This may be reflected on an Order Form by a designation of “Monthly” or “Month-to-Month”.
16. “Order Form” means, with respect to a Customer, a writing (which may be electronic), 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.
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. “Solutions” means the products or services purchased by Customer from Rightworks, including Third-Party Products and Services, as identified in the relevant Order Form or Web Portal.
19. “Suspension” or “Suspend” means the denial of access to a Solution, which shall include the disabling of Customer’s and its Users’ access to a Solution and information or data stored on Rightworks’ servers (including, without limitation, Hosted Data).
20. “Third-Party Products and Services” means any and all third-party products and services that you license through Rightworks pursuant to an Order Form or the Web Portal, which may include, but are not limited to, Intuit, Drake, Thomson Reuters, Microsoft Office, Windows Desktop, Rewind, SmartVault, and DocuSign products and services, as applicable.
21. “User” means a Person designated by a Customer and permitted to use one or more Solutions.
22. “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 process or request Customer Cancellation, 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 the Account Owner directly or by contacting Rightworks Account Support and completing a change form process.
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 by notifying Rightworks if the prior Account Owner becomes deceased or is no longer employed by the Customer.
FEES AND BILLING.
1. Orders. Customer may order Solutions through an Order Form, Web Portal, or other purchasing process made available by Rightworks. Customer’s signature of an Order Form, or submission of an order through a Web Portal or other purchasing process, constitutes Customer’s binding offer to purchase the Solutions described in such order, which offer is irrevocable for thirty (30) days. Rightworks accepts an order, and the order becomes binding on both parties, upon the earliest of: (i) Rightworks’ written or electronic confirmation of the order; (ii) Rightworks’ issuance of an invoice for, or charge of, any Fees under the order, including implementation Fees; (iii) Rightworks’ commencement of implementation or onboarding activities; or (iv) Rightworks making the applicable Solutions Available. An Order Form need not be countersigned by Rightworks to be binding. Until Rightworks accepts an order, Rightworks may, in its sole discretion, decline the order or require additional information.
2. Fees. Unless otherwise provided in the applicable Order Form, Fees applicable to the Solutions (including Fees for implementation, which are generally billed upon delivery of a signed Order Form) shall be billed in advance of the Billing Period, and any project-based Fees (including Fees for offboarding) will be billed in arrears based on Rightworks’ then-current hourly rate for such projects. 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. By accepting an Order Form, clicking to accept the Agreement, or using the Solutions, Customer authorizes Rightworks and its payment processors to charge, debit or otherwise process any payment method provided by or on behalf of Customer for all applicable Fees on a recurring basis in accordance with the applicable Billing Period and this Agreement. Customer acknowledges that it has been provided the material subscription terms, including the applicable Fees, billing frequency, renewal terms, cancellation process, and any Committed Term payment obligation, through this Agreement, an Order Form, Web Portal, checkout flow, or other purchase interface. Customer’s acceptance of the Agreement constitutes Customer’s express authorization to the applicable recurring charges.
3. Service Adjustments. Fees will be prorated for (i) new Solutions purchased and made Available or (ii) new Users added during a Billing Period (“Prorated Fees”). No amounts will be refunded with respect to Customer Cancellation or reductions of Solutions or Users during a Billing Period. License quantities for number of Users may be increased during a Committed Term, but may be decreased only if, after the decrease, Customer’s number of Users is at least 80% of the highest number of Users subscribed to by the Customer during the Committed Term.
4. Billing. Rightworks will charge Customer on the first day of each Billing Period for (i) Fees for Solutions purchased and active on your Account as of such date for the Billing Period and (ii) Prorated Fees for the prior Billing Period. Customer agrees to pay such amounts on the first day of each Billing Period.
  - Time is of the essence in all payment terms. Any amounts not paid when due shall accrue interest at a nominal rate of eighteen percent (18.0%) per annum, or the maximum rate permitted by law, if less, commencing with the payment due date.
  - Payment of Fees must be made by credit card (American Express, Visa, MasterCard, and/or Discover) or bank (ACH) transfer or other method made available by Rightworks. Rightworks may add, remove, limit, or discontinue any available payment method at any time in its sole discretion. Rightworks may charge additional fees for use of certain payment methods, including credit card processing fees or surcharges, to the extent permitted by applicable law.
  - All payments shall be made in United States Dollars (USD).
  - 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 Users associated with your Accounts.
5. Discounts. Rightworks may from time to time offer Discounts to Customers. These Discounts are conditioned upon a Customer’s and its Users’ compliance with the terms of the Agreement.
  - Upon a Customer’s or a User’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.
  - Discounts are applicable only to the particular Solution specified as discounted in the Order Form or on the Web Portal. Discounts are effective only for the period specified on the Order Form or on the Web Portal. Discounts associated with a Committed Term may be removed without notice following the expiration of the Committed Term.
6. Fee Adjustments. The Fees shall be subject to price increases and decreases by Rightworks in its sole discretion, provided that Rightworks shall not increase the Fees more than once in any twelve-month period and in each such case Rightworks shall notify the Account Owner of such adjustment no less than 30 days in advance of such adjustment. Customer’s continued use of the Solutions after the effective date of adjustment constitutes acceptance of the adjusted Fees. Notwithstanding the foregoing, if license fees for Third-Party Products and Services are increased by the provider of such Third-Party Products and Services, Rightworks reserves the right to increase the Fees to the extent of such increased license fees applicable to the Customer.
7. Non-Refundable. All Fees are non-refundable.
8. Taxes. All amounts reflected on an Order Form are exclusive of applicable taxes and duties, including VAT. Customer is responsible for and shall pay all such taxes. If the Customer is legally entitled to an exemption from any sales, use, or similar transaction tax, the Customer must provide Rightworks with legally-sufficient tax exemption certificates for the relevant taxing jurisdiction(s).
9. Effect of Cancellation for Committed Terms. A Committed Term is a fixed subscription commitment for the full term stated in the Order Form, even if Fees are invoiced or charged monthly. In the event of Customer Cancellation of a Committed Term subscription after the go-live date set forth on an Order Form but before the end of the Committed Term, all unpaid Fees for the remainder of that Committed Term will accelerate and become immediately due and payable. In the event of Customer Cancellation of a Committed Term subscription prior to the go-live date set forth on an Order Form, Customer will be responsible for payment of the full, undiscounted implementation fee plus an early termination fee equal to two (2) times the monthly recurring license Fees. Rightworks may charge such amount to any authorized payment method on file.
10. Automatic Renewals of Committed Terms. Unless otherwise agreed to by Rightworks, Committed Terms set forth in Order Forms will automatically renew for additional Committed Terms of one (1) year unless either party gives notice to the other of non-renewal at least sixty (60) days prior to the expiration of the relevant Committed Term. Customer’s notice of non-renewal must be given in writing to the Rightworks Customer Success Team or the assigned Rightworks Customer Success Manager, if applicable. Rightworks will confirm receipt of Customer’s notice of non-renewal in writing.
SUPPORT SERVICES.
1. Rightworks will provide phone, chat and email support (the “Support Services”) in connection with the Solutions, as detailed on its website at https://www.rightworks.com/support/ or otherwise provided in writing to Customer.
2. Section 7216 Tax Return Information. Rightworks may use customer support personnel located outside the United States for certain support functions, including support that may involve access to Hosted Data. Customer acknowledges that Hosted Data may include “tax return information” within the meaning of Internal Revenue Code § 7216 and Treas. Reg. §§ 301.7216-1 through 301.7216-3. Customer is solely responsible for determining whether any Hosted Data constitutes tax return information and for obtaining, maintaining, and documenting all taxpayer consents required before permitting Rightworks personnel or service providers located outside the United States to access such tax return information. Upon request, Rightworks may provide Customer with sample consent forms. Rightworks does not represent, warrant, or guarantee that any sample form or language will satisfy Customer’s legal or regulatory obligations. Customer represents and warrants that, before permitting any access by personnel or service providers located outside the United States, it will have obtained all consents required under Section 7216 and applicable law. If Customer has not obtained such consent, Customer must inform Rightworks and, where possible, direct Users to remove, close, or mask tax return information prior to providing access to non-U.S. support personnel. To the maximum extent permitted by applicable law, Rightworks will have no liability for any claims, damages, losses, liabilities, penalties, fines, costs, or expenses arising out of or relating to Customer’s failure to obtain, maintain, or document any required consent or to comply with the notification, removal, closure, or masking obligations set forth above.
ACCEPTABLE USE.
1. Rightworks strictly enforces compliance with its acceptable use terms under this Section 6. 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 Users 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 Users not to take any of the following actions:
  - Use the Solutions in any manner that is unlawful, harmful, fraudulent, or that violates the rights of any Person;
  - Take any action which encourages or consists of any threat of harm to any Person or property, or that causes or is likely to cause harm to minors;
  - Gain or attempt to gain any unauthorized access to any Solutions, accounts or Hosted Data of any Customer, User or other Person, including through the use of another individual’s credentials;
  - Install, run, or attempt to install or run any executable software not authorized in writing by Rightworks on any Rightworks’ hosting system or servers;
  - Transmit any unsolicited bulk communications, engage in “spamming,” “phishing,” “mail bombing,” “denial-of-service” attacks or similar activities;
  - Infringe, misappropriate, or violate any intellectual property or other proprietary rights of any Person, including the unauthorized copying or distribution of copyrighted material or software, or remove or alter any proprietary notices in the Solutions;
  - 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, subscription to, or use of your services, in which case you must provide a privacy policy which discloses any and all uses of information that you collect and disclose) or as otherwise required or permitted by law;
  - 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;
  - Reverse-engineer, decompile, disassemble, modify or create derivative works of the Solutions or any part thereof, or circumvent any technology used by Rightworks or its licensors to protect the Solutions (including the Third-Party Products and Services) or any territorial restrictions applied by Rightworks or its licensors;
  - Harvest, collect or use addresses, phone numbers, email addresses or other contact information, or solicit private information (including social security numbers, credit card numbers and passwords) except as you are expressly authorized to use by your clients;
  - Use any crawler, robot, spider, scraper, or other similar automated means to capture screen data while utilizing the Solutions;
  - Introduce or transmit any malicious content such as malware, Trojan horses, ransomware, or viruses, or otherwise interfere with any of Rightworks’ Customers’ or Users’ access to the Solutions;
  - Copy, modify, rent, lease, sublease, sublicense or transfer the Solutions, including, without limitation, the Third-Party Products and Services.
THIRD-PARTY PRODUCTS AND SERVICES.
1. Licensors. You understand that the Third-Party Products and Services are owned by various third-party licensors. 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. To the extent that Rightworks loses one or more licenses to provide Third-Party Products and Services already purchased by you pursuant to an Order Form or Web Portal, 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.
2. 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. Certain Third-Party Products and Services are specific to the Active Computer on which they are installed and may not be transferred to another computer except in accordance with the terms of the Agreement. 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.
3. You acknowledge and agree that it is your responsibility to cancel the Third-Party Products and Services to the extent you no longer wish to receive them, and to update your Web Portal accordingly. Rightworks shall not offer refunds of amounts charged to you for any Solutions: (i) that remained reflected as active in the Web Portal, whether or not you were using them, or (ii) that you did not receive as a result of your failure to cooperate with Rightworks to install and configure the Third-Party Products and Services.
4. 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. 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. 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 Rightworks’ gross negligence or willful misconduct. You agree that you shall (and shall cause your Users 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.
5. 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, provided that such changes do not materially and adversely affect your use of the Solutions.
6. Compliance with Third-Party Agreements. Where required by a licensor, Customer’s use of Third-Party Products and Services is also subject to acceptance of the licensor’s separate license agreements, terms, and conditions (“Third-Party Terms”). Rightworks will make available, or identify where Customer can obtain, the applicable Third-Party Terms upon request. Customer is responsible for ensuring that it and its Users review and comply with the applicable Third-Party Terms, as they may be updated by the applicable licensor from time to time.
7. Information Provided to Rightworks. You represent and warrant that you are the legal owner or holder of all license information, personally identifiable information, or other information that you have provided or will provide to Rightworks.
8. 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.
9. 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 Terms.
10. Administrative Access and Permission Forms. Certain Solutions require Rightworks to obtain administrative permissions within Third-Party Products and Services in order to manage an application as part of the Solutions, including Microsoft Granular Delegated Admin Privileges (“GDAP”). Customer’s assent within the Solutions authorizes Rightworks to complete, configure, and submit related permission forms on Customer’s behalf. Rightworks may select the administrative roles, access scopes, duration, and technical settings reasonably necessary to provide the Solutions. Rightworks may use the permissions solely to configure, integrate, maintain, support, secure, or troubleshoot the Solutions. Customer shall provide accurate information and complete any action that the provider of Third-Party Products and Services requires Customer to perform directly.
OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY.
1. Ownership. The Solutions are protected by patent, copyright, trademark, and trade secret laws, as well as 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. 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. 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.
2. 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 marks, 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 Solutions 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 security analyses or test activities related to the Solutions or associated infrastructure without our prior written consent, including: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing.
3. 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, including any renewal 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 on your Active Computers.
PRIVACY AND CONFIDENTIALITY.
1. Rightworks uses commercially reasonable administrative, technical, and physical safeguards designed to protect Hosted Data, Customer contact information, and Customer support information against unauthorized access, use, or disclosure. Rightworks offers Multifactor Authentication (“MFA”) to all Customers of its Solutions. It is your responsibility to ensure your use (and your Users’ use) of the MFA feature. Rightworks shall have no liability for any harm or damages caused by your or your Users’ 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.
2. Confidential Information. Each party (“Recipient”) may have access to Confidential Information belonging to the other party (“Discloser”) to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the Recipient; (b) was in the Recipient’s lawful possession before the disclosure; (c) is lawfully disclosed to the Recipient by a third party without restriction on disclosure; or (d) is independently developed by the Recipient without reference to, or reliance on, the Confidential Information of the Discloser, which independent development can be shown by written evidence. Rightworks’ Confidential Information includes the Solutions, product roadmaps, pricing, and the results of any performance tests of the Solutions. The terms of any Order Form, including pricing, are confidential to both parties. Each Recipient may disclose Confidential Information to the extent necessary to comply with applicable law or a court order, provided that prior to any such disclosure, the Recipient will, to the extent legally permissible, provide to the Discloser notice of such required disclosure and use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Each Recipient will hold the Discloser’s Confidential Information in confidence and, unless required by law and disclosed pursuant to this Section, not make the Discloser’s Confidential Information available to any third party or use the Discloser’s Confidential Information for any purpose other than as set out in this Agreement. The foregoing will not apply with respect to any Confidential Information three (3) years after the termination or expiration of this Agreement (or, with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law). Notwithstanding any provision of this Agreement, Recipient may disclose Discloser’s Confidential Information, in whole or in part to its employees, officers, directors, consultants and professional advisors (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives, collectively, with the foregoing, “Representatives”) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement. Recipient is responsible and liable for its Representatives’ compliance with this Section, as if their actions or inactions were an action or inaction of Recipient.
3. Aggregate Data. Rightworks may also aggregate or anonymize your Hosted Data or Customer information (“Aggregate Data”), and you agree that we may use or disclose Aggregate Data during and after the term of the Agreement for any lawful business purpose, including to analyze, develop, improve, support or operate the Solutions, to develop new Solutions or services, and to generate industry benchmarks or best practices guidance, recommendations, or similar reports. Rightworks retains all Intellectual Property rights in Aggregate Data. For clarity, Aggregate Data does not include personally identifiable information.
4. Administrative Data. 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”). Administrative Data may include usage, log, telemetry, diagnostic, performance, security, billing, and support data. 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 during and after the term of the Agreement for any lawful business purpose.
5. Feedback. If Customer provides Rightworks with reports, comments, suggestions, ideas or other feedback regarding Rightworks or the Solutions, whether written or oral (collectively, “Feedback”), Customer does so without any expectation of compensation. Customer hereby grants Rightworks a worldwide, irrevocable, transferable, perpetual right and license to use the Feedback to improve Rightworks products, develop new products and for any other purpose. The provision of Feedback is strictly voluntary and Rightworks is not required to hold it in confidence.
6. Hosted Data. You hereby represent and warrant that (i) you 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, disclose, transmit, display and otherwise use the Hosted Data as necessary, in each case for the purposes of providing, maintaining, improving, enhancing, developing or modifying the Solutions (including using Hosted Data to provide analytics, benchmarking, insights, and AI-enabled features), and as otherwise necessary for Rightworks to fulfill its obligations and exercise its rights under this Agreement. As between Rightworks and Customer, Customer maintains ownership of the following while using the Solutions: the files, data, and information submitted, transmitted, or used by you in connection with your use of the Solutions (including your Hosted Data), and the output generated by the Solutions to the extent it is unique to you. Rightworks will not access the Hosted Data except (1) as part of providing, maintaining, securing, improving, enhancing, developing or modifying the Solutions; (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 or in order to exercise its rights under this Agreement. 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), to Rightworks personnel who need to have access to the Hosted Data to provide the Solutions, and to our service providers to the extent reasonably necessary to provide the Solutions. Rightworks will not disclose Hosted Data to a third party except (w) as necessary to provide, maintain, improve, or develop the Solutions; (x) to service providers, partners, and other third parties as described in Rightworks’ Privacy Policy; (y) as required under a legal obligation, such as when presented with a duly executed warrant or court order; or (z) in accordance with the Agreement. You are solely responsible for verifying the integrity of your Account and your Hosted Data at least every ninety (90) days.
7. If you purchase any third-party service offerings through Rightworks (including any Third-Party Products and 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.
8. Login Security. You are solely responsible for ensuring that your login information is utilized only by you, and that each of your Users’ login information is used only by that User. Your responsibility includes ensuring the secrecy and strength of your passwords and your Users’ passwords. Rightworks shall have no liability resulting from the unauthorized use of your login information or resulting from your use of a third-party password management tool.
9. Unauthorized Access; Account Reset. Rightworks is not responsible for detecting lost, stolen, or unauthorized access to your Hosted Data or to the Solutions. 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. 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. After Rightworks receives and validates your request to reset account login information, Rightworks will use its reasonable efforts to take the requested action.
10. Publicity. You grant us the right and license to identify you as a Rightworks customer and (a) refer to you by name, trade name and trademark, if applicable, as well as (b) briefly describe your business in our marketing materials.
TERM AND TERMINATION.
1. Agreement Term. The Agreement begins when Customer first accepts an Order Form, clicks to accept the Agreement, or purchases, accesses, or uses any Solution, and continues until terminated in accordance with the Agreement. Each subscription continues for the applicable Monthly Term, Committed Term, renewal term, or other subscription period stated in the applicable Order Form or Web Portal. A Monthly Term continues on a month-to-month basis until Customer Cancellation or termination in accordance with the Agreement. A Committed Term continues until the end of the applicable committed term length stated in the Order Form, including any renewal term, unless earlier terminated in accordance with the Agreement. The Agreement will terminate automatically when no subscription remains active on Customer’s Account.
2. Termination by Rightworks. Rightworks may terminate the Agreement or any subscription for any Solution (i) on ninety (90) days’ written notice to you 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 Users commit any material breach of any term of the Agreement. Notwithstanding Section 4(g), if Rightworks terminates the Agreement or any subscription under clause (i), (ii), or (iii), Rightworks will refund any prepaid Fees attributable to the terminated Solutions for the period after the effective date of termination, and Customer will have no obligation to pay Fees for the terminated Solutions for the remainder of any Committed Term.
3. Termination by Customer. Only the Account Owner may request Customer Cancellation.
  - Monthly Term. Customer may cancel a Monthly Term subscription at any time through the Web Portal or by contacting the Rightworks Customer Success Team at (888) 379-8333. Cancellation of a Monthly Term subscription takes effect at the end of the then-current Billing Period, and no Fees for that Billing Period will be refunded.
  - Committed Term. Customer may terminate a Committed Term subscription effective at the end of the then-current Committed Term by giving notice of non-renewal at least sixty (60) days before the end of that Committed Term, as provided under “Automatic Renewals of Committed Terms” in Section 4. Customer Cancellation of a Committed Term subscription effective before the end of the Committed Term will result in acceleration of all unpaid Fees for the remainder of the Committed Term, as provided under “Effect of Cancellation for Committed Terms” in Section 4 or in an Order Form.
SUSPENSION.
1. Suspension on Breach. In addition to any of its other rights and remedies in law or in equity, in the event of your or your Users’ 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 per User 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 attorneys’ 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 thirty (30) days following the effective date of termination.
2. Restoration of terminated Hosted Data may be provided if requested within thirty (30) days following the effective date of termination, 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 Users to cease all use of the 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, subject to Section 9 of this Agreement, 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. 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. General. Rightworks does not warrant or guarantee the Rightworks systems, servers, databases, or Solutions will be uninterrupted, error-free, or continuously Available, 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. 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, or to prevent damage to the network, the software, or the data stored on Rightworks servers. 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 shall not be liable for any breaches occurring on or through data communication media, networks, databases, or servers not controlled by Rightworks. Rightworks disclaims all liability for identity theft or any other adverse effects arising from the misuse of your identity, credentials, customer-established access controls, or published content by others or by Customer’s or its Users’ acts or omissions. 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 is governed by separate agreements with those third parties.
2. Disclaimer of Warranties. 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. Your remedies for any problems or dissatisfaction with the Solutions offered by Rightworks are limited as set forth in this Section 14.
3. Limitation of Liability. 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 be limited to direct actual damages not to exceed the payments actually received by Rightworks from Customer in the six months preceding the event giving rise to the claim. Any action or claim of any type by either party relating to the Solutions or the Agreement must be brought within one (1) year after the claiming party first has, or should have had, knowledge of the basis of the action or claim, and any action or claim not brought within such period is waived and permanently barred; provided that this time limit does not apply to claims by Rightworks for unpaid Fees or for indemnification under Section 15. An action or claim is brought when a Demand for Arbitration is made under Section 20 or, for matters that may be filed in court under the Agreement, when the action is filed. 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, OR COSTS OF LOST OR DAMAGED DATA. IN NO EVENT WILL RIGHTWORKS BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF A SOLUTION TO BE AVAILABLE 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. ANY SUCH CREDITS COUNT TOWARD THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION.
4. Not Providing Legal Advice. 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. 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.
5. AI-Enabled Features. Certain Solutions may include artificial intelligence, machine learning, automation, third-party AI services, or similar features (“AI Features”). AI Features may generate, summarize, classify, extract, organize, recommend, communicate, or take actions based on Customer’s inputs, Hosted Data, configurations, prompts, permissions, connected applications, or other materials made available through the Solutions (“Inputs”). Customer is solely responsible for all Inputs and for reviewing, validating, approving, and determining the suitability of any text, recommendations, summaries, classifications, analyses, documents, reports, outputs, actions, decisions, or other materials generated or made available by AI Features (“Outputs”) before using, relying on, or implementing them. AI Features and Outputs are not intended to provide legal, accounting, tax, financial, cybersecurity, compliance, or other professional advice. Rightworks does not warrant that AI Features or Outputs will be uninterrupted, error-free, accurate, complete, current, non-infringing, or suitable for Customer’s intended purpose. To the maximum extent permitted by law, Customer is solely responsible for its decisions, actions, and omissions based on or using any Outputs and Rightworks shall have no liability for any Output or for any action, inaction, deletion, transmission, access, recommendation, or other result generated, initiated, or performed by an AI Feature. Customer will not use AI Features to make decisions that produce legal or similarly significant effects concerning individuals unless Customer has implemented appropriate human review and otherwise complies with applicable law. Customer will not submit Inputs that Customer is not authorized to submit or that violate the Agreement, third-party rights, or Customer’s obligations to any client or other third party. Where the Solutions allow Customer to connect or enable a third-party AI service, agent, or similar technology, Customer is solely responsible for enabling, configuring, granting permissions to, and supervising such service and for all actions taken through such service using Customer’s credentials, permissions, data access rights, or connected systems. Customer shall not use, and shall not permit any User or third party to use, any AI Feature or third-party AI service in a manner that bypasses, disables, circumvents, or otherwise interferes with any security controls, access restrictions, monitoring mechanisms, authentication requirements, permissions settings or other protective measures implemented by Rightworks. Rightworks may use Inputs and Outputs to provide, secure, support, maintain, troubleshoot, and develop the Solutions, including AI Features, in accordance with the Agreement. Rightworks will not use, and will not permit third parties to use, Customer Inputs or Outputs to train or improve generally available AI models except in de-identified or aggregated form that does not identify Customer, any User, or any individual.
CUSTOMER 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 reasonable attorneys’ fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred as the result of, in connection with or relating to:
  1. Any actual or alleged breach of the Agreement by you or your Users;
  2. Your negligence, willful misconduct, or illegal acts, or those of any of your end customers or end clients;
  3. 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; or
  4. Your introduction of malicious content such as malware, Trojan horses, or viruses in the Solutions.
FORCE MAJEURE.
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, earthquake, labor disputes and/or strikes, riots, war, outbreaks, epidemics and pandemics, and government shutdowns (each, a “Force Majeure Event”). The party affected by a Force Majeure Event shall promptly notify the other party in writing. The party so affected shall take reasonable steps to resume performance with the least possible delay.
ASSIGNMENT.
1. Customer may not assign its rights or delegate any of its obligations under the Agreement without Rightworks’ prior written consent. Rightworks may assign its rights or delegate its obligations under the Agreement to any Affiliate, successor in the event of a change in control, or in connection with an assignment or other transfer of all or substantially all of its business or assets to which this Agreement relates. Any other attempted transfer or assignment of rights hereunder shall be null and void.
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 superseded by a valid, enforceable provision that most closely matches the intent of the original provision, or, if that is not possible, 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. Subject to Section 20, 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 not subject to arbitration, 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. Each party shall designate one disinterested arbitrator and the two arbitrators so designated shall select a third arbitrator. 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. The arbitration proceeding shall be conducted in accordance with the then-current commercial arbitration rules of the American Arbitration Association. Any party may initiate arbitration proceedings hereunder by providing written notice (“Demand for Arbitration”) to the other party to such claim, dispute, or controversy. A Demand for Arbitration must be made within the time limit set forth in the Limitation of Liability provision of Section 14 and, in any event, before the date when institution of such claim, dispute, or controversy would be barred by the applicable statute of limitations. Arbitration proceedings shall commence within thirty (30) days of such notice, or as soon thereafter as practicable. The arbitrators shall render a written determination within thirty (30) days after the close of the arbitration hearing. 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 State of New Hampshire. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrators may not consolidate the claims of more than one Customer and may not preside over any form of class, collective, or representative proceeding. If this paragraph is found unenforceable as to any claim, that claim shall be severed from the arbitration and heard in the courts identified in Section 19, and the remainder of this Section shall continue to apply.
2. All costs of any such arbitration shall be borne equally by the parties.
3. 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 19.
4. Notwithstanding the foregoing, the arbitrators 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.
5. The parties, their representatives, other participants, and the arbitrators shall hold the existence, content, and result of any 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 Modern Firm” are trademarks of Rightworks, LLC. These and other trademarks of Rightworks, LLC may be used in connection with the Solutions. Any other trademarks, service marks, logos, or trade names referenced in this Agreement, on the Rightworks websites, or within the Solutions are the property of their respective owners. Except where explicitly noted, all content available on this and other Rightworks websites is Copyright © 2002-2026 Rightworks, LLC. Reproduction, derivative use, display, or distribution of such 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. Without limiting the foregoing, the Solutions may not be exported or re-exported into (or to a resident or national of): any country, region, territory, entity, or Person subject to sanctions, embargoes, denied-party restrictions, restricted-party restrictions, export-control restrictions, or similar trade restrictions administered or enforced by the United States, the United Nations, or any other applicable governmental authority, as such restrictions may be updated from time to time.
AUDIT RIGHTS.
1. Customer will retain all records and documentation with regard to Customer’s compliance with the Agreement throughout the term of the Agreement and for three (3) years thereafter. At all reasonable times during the term of the Agreement 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.” 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 (or upon termination of this Agreement for any reason), you shall immediately cease all such use.
2. If you use the Solutions to provide services to your clients, you will ensure that your agreements with those clients include terms that: (a) permit Customer to use third-party vendors to deliver its services; (b) provide that vendors are not parties to, and have no liability under, the agreement between Customer and its client; and (c) state that Customer is not affiliated with or endorsed by such vendors.
AMENDMENT.
1. Rightworks may amend these General Terms from time to time by posting updated General Terms on the Rightworks website or other interfaces through which you order or access the Solutions. Amendments shall apply to all pre-existing and future accounts. Rightworks will give notice of any material amendment through the Web Portal, an in-product message, or email at least fifteen (15) days before the amendment takes effect. Amendments that are not material, or that are required by applicable law, shall become effective when posted. Notwithstanding the foregoing, changes to Fees are governed solely by Section 4(f), and no amendment to Section 20 shall apply to any claim, dispute, or controversy of which either party had notice before the effective date of such amendment. With respect to such modified General Terms, we may, at our sole discretion, require you to execute a “click-through” agreement incorporated into our sign-on mechanisms as a condition of continued access to the Solutions. Even without a “click-through” agreement, your continued use of the Solutions after such modifications become effective will constitute your acknowledgement and acceptance of the amended General Terms.
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. Each party possesses full power and authority to enter into this Agreement and to fulfill its obligations hereunder.
3. Nothing contained in the Agreement shall be interpreted as creating an agency, partnership, or joint venture between Rightworks and you.
4. All provisions of the Agreement that by their nature are intended to survive any termination or expiration of this Agreement shall so survive.
5. Any and all rights not otherwise expressly granted by this Agreement are reserved by Rightworks, LLC.

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