1. Zenwork is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
2. You shall obtain at Your sole expense any rights and consents from third parties necessary for Zenwork and its subcontractors to perform the Services.
3. The Quote and these Terms are governed by the substantive and procedural laws of Arkansas. You and Zenwork agree with and covenant to one another to submit to the exclusive jurisdiction of, and venue in, the courts in Fayetteville, Washington County, Arkansas in any dispute arising out of or relating to the Quote or these Terms.
4. If You have a dispute with Zenwork or if You wish to provide a notice under the Indemnification section of the Quote or these Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to:
1 East Center Street
Fayetteville, AR 72701
Attention: Legal Department
Zenwork may give notice applicable to Zenwork’s software as a service customer base by means of a general notice on the Zenwork portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in Zenwork’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Zenwork’s account information.
5. You may not assign the Quote or these Terms, or any rights, interests or claims therein, or give or transfer the Services or an interest in them to another individual or entity. Zenwork may assign any Quote and these Terms to any acquirer of a controlling equity interest in Zenwork or its parent companies, or any acquirer of substantially all of Zenwork’s assets.
6. Except for actions for nonpayment of amounts owed to Zenwork or breach of Zenwork’s proprietary rights, no action, regardless of form, arising out of or relating to the Quote or these Terms may be brought by either party more than two (2) years after the cause of action has accrued.
7. Zenwork may audit Your use of the Services. You agree to cooperate with Zenwork’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay, Zenwork can terminate Your Services. You agree that Zenwork shall not be responsible for any of Your costs incurred in cooperating with the audit.
The Uniform Computer Information Transactions Act does not apply to the Quote, these Terms or orders placed under it. You understand that Zenwork’s business partners, including any third party firms retained by You to provide computer consulting Services, are independent of Zenwork and are not Zenwork’s agents. Zenwork is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as an Zenwork subcontractor on an engagement ordered under these Terms.