Terms and Conditions
As a condition to entering and participating in the Customer Reference Program (the “Program”) established by Rightworks, LLC, a New Hampshire limited liability company, with its principal office at 14 Hampshire Drive, Hudson, NH 03051 (“Rightworks”), on behalf of the company or other entity that is a customer of Company (“Customer”), which is identified on the Customer Reference Program Registration Form, hereby agree to be bound by and abide by these terms and conditions.
Background
Rightworks is engaged in the business of providing cloud hosting solutions, managed IT services and firm improvement resources for accounting, tax and bookkeeping firms and small businesses.
Customer is an active customer of Rightworks products and/or services.
Rightworks has invited Customer to participate in the Customer Reference Program whereby, upon Rightworks requests, Customer may voluntarily participate in certain reference activities, including, without limitation, serving as a reference for prospective customers, providing written/video testimonials, speaking with media and/or analysts regarding the Customer’s use of Rightworks products and services, beta-testing new features of Rightworks products and services, participating in focus groups, case studies, webinars, panels or other events, and/or creating a guest blog for the Rightworks website.
1. General obligations of the parties
1.1 Registration. To participate in the Program, Customer must:
- Have been invited to participate in the Program by Rightworks;
- Complete the Customer Reference Program Registration Form; and
- Accept these terms and conditions.
Notwithstanding a Customer’s completion of the steps set forth in this Section 1.1, Rightworks may decline to allow a Customer to participate in the Program and may remove any Customer from the Program at any time, in each case at Rightworks’ sole discretion.
1.2 Program Policies. The Program is governed by these terms and conditions and any other policies and guidelines (collectively, the “Program Policies”) available on the Customer Reference Program page of the Rightworks website (rightworks.com/customer-reference-program/) (the “Customer Reference Program Page”). The Program Policies may be amended by Rightworks from time to time at its sole discretion. Any amendments and updates to the Program Policies will be posted on the Customer Reference Program Page.
1.3 Obligations of Customer. As a participant in the Program, Customer may voluntarily undertake certain reference activities regarding Rightworks products and services, including, without limitation, serving as a reference for prospective Rightworks customers, providing written/video testimonials regarding Customer’s use of Rightworks products and services, speaking with media and/or analysts, beta-testing new features of Rightworks products and services, participating in focus groups, case studies, webinars, panels or other events, and creating a guest blog for the Rightworks website (each individually “Reference Activity” and collectively, “Reference Activities”). Customer shall undertake such Reference Activities only upon Rightworks’ specific request(s) to Customer. Customer is not obligated to undertake any particular Reference Activity. Customer shall respond to any request by Rightworks that Customer participate in or undertake a Reference Activity within five (5) business days. If Customer fails to respond within five (5) business days to any request by Rightworks to participate in or undertake a Reference Activity or otherwise fails to be responsive and timely in its communications with Rightworks, Rightworks may seek the assistance of another Customer for such Reference Activity and decline to permit the Customer to participate in such Reference Activity.
1.4 Use of Customer’s feedback. In connection with the Program and Reference Activities, Customer may provide Rightworks with suggestions, comments, feedback, quotes, testimonials, and other written and verbal materials related to Rightworks products and services (including, without limitation, Rightworks’ Beta Programs [defined below] (collectively, “Feedback”). Rightworks is not obligated to hold any Feedback in confidence. Rightworks may use Feedback for any purpose without obligation of any kind. Without limitation to the foregoing, Rightworks may publicly disclose Feedback, use Feedback in its public marketing and other materials, and share Feedback on its website, social media and other public sites. In all such cases, Rightworks may attribute certain Feedback to a particular Customer by including that Customer’s name with the Feedback. If requested by Customer, Rightworks will provide Customer with a preview of any anticipated public use of Feedback prior to release. To the extent a license is required to make use of any intellectual property in any Feedback, Customer grants Rightworks an irrevocable, non-exclusive, perpetual, royalty-free license to use such Feedback in connection with Rightworks’ business, including with the enhancement of its products and services.
1.5 Termination of Program; withdrawal from Program. Rightworks may cancel the Program at any time upon notice to Customer. Customer may withdraw from participation in the Program at any time upon notice to Rightworks by emailing customerreferences@rightworks.com.
2. Intellectual property. All intellectual property rights (such as but not limited to trademarks, trade names, services marks, logos, patents, copyrights, domain names and derivative rights) of Rightworks, its subsidiaries and affiliated companies (collectively, the “Rightworks IP Rights”) are and will remain the exclusive property of Rightworks, its subsidiaries or affiliated companies, as applicable.
3. Confidential Information
3.1 Each of the parties guarantees that all Confidential Information (defined below) received from the other party before, during and after the Customer’s participation in the Program shall remain confidential. Information shall be considered “Confidential Information” if it is non-public information related to a party’s business, products and/or services or if it is designated as confidential by either of the parties.
Each of the parties agrees that it will not make use of any Confidential Information of the other party except and solely for the purpose of participating in the Customer Reference Program. Each party agrees that it will not disseminate or in any way disclose any Confidential Information of the other party to any individual, firm, company, corporation, government, state or agency, trust, joint venture, consortium, partnership or other entity of any nature whatsoever. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, which in no event shall be less than reasonable care.
Each party will immediately give notice to the other party of any unauthorized use or disclosure of the Confidential Information of the other party of which it becomes aware and will reasonably assist the other party in remedying any such unauthorized use or disclosure of the Confidential Information.
All Confidential Information shall remain the property of the disclosing party. Any derivatives thereof created by either party shall be the property of the disclosing party, and no license or other rights to Confidential Information is granted or implied hereby. At any time, either party may send written notice to the other party requesting, the requesting party’s election, that the other party return or permanently destroy and erase the Confidential Information of the requesting party.
3.2 Without limitation to Section 3.1 above, Customer acknowledges and agrees that, at Rightworks’ invitation, Customer may elect to participate in beta-testing of new features of Rightworks and services (collectively, “Beta Products”). Customer’s use of any Beta Products is for purposes of evaluating and testing the Beta Products and for providing Feedback to Rightworks. Customer will hold all information relating to Beta Products and Customer’s use of Beta Products, including any performance measurements and other data relating to Beta Products, in strict confidence and will not disclose such information to any unauthorized third parties.
Customer will promptly report any errors, defects or other deficiencies in any Beta Products to Rightworks. All Beta Products are provided “As Is” and “As Available” without warranties of any kind. Customer hereby waives any and all claims, now known or later discovered, that Customer may have against Rightworks and Rightworks’ suppliers and licensors arising out of Customer’s use of Beta Products.
4. Miscellaneous
4.1 No agency. Nothing in this agreement shall create any joint venture, agency, franchise, sales representative, partner, employment or any other relationship between the parties beyond the relations set out in this agreement, and Customer is expressly precluded from acting on Rightworks’ behalf.
4.2 Notices. All notices relating to this agreement shall be delivered via email (with return receipt) to customerreferences@rightworks.com or by next-day mail to Rightworks LLC, 14 Hampshire Drive, Hudson, NH 03051, and to Customer at the email address used when registering to participate in the Program.
4.3 Governing law; jurisdiction; dispute resolution. These terms and conditions shall be governed by the laws of the State of New Hampshire, USA, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any litigation arising out of this agreement shall be an appropriate federal or state court located in Hillsborough County, New Hampshire, and the parties agree not to raise and hereby waive any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this agreement, a party shall provide the other party written notice of a dispute, and the parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.