Terms of Service

1. Services
WorkZone, LLC agrees to provide to Subscriber an online project management software platform and services defined at www.workzone.com (the "Services"). The software platform developed by WorkZone contains proprietary software applications and related technology owned by WorkZone or licensed to WorkZone by third parties (the “Software”). WorkZone will make commercially reasonable efforts to ensure that the quality of the service provided is of prevailing industry standards, and that access to the Services is available 24 hours a day, 7 days a week (24x7) throughout the term of this Agreement. WorkZone has put in place, and will maintain, physical and electronic security measures and procedures according to generally accepted industry standards. In the event of any breach of security which affects, or has the potential to affect Subscriber, WorkZone will make best efforts to rectify such breach, repair any damage and promptly notify Subscriber of the same. Subscriber agrees that from time to time the Services may be inaccessible or inoperable for reasons such as:

(i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which WorkZone may undertake from time to time; or (iii) causes beyond the control of WorkZone or which are not reasonably foreseeable by WorkZone, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. Subscriber agrees that WorkZone has no control of availability of Services on a continuous or uninterrupted basis as a result of causes beyond its reasonable control and WorkZone shall not be responsible for any resulting loss or liability incurred by Subscriber whether from acts of God or otherwise. WorkZone will provide 24x7 emergency support to Subscriber for the Services.

2. Licenses and Proprietary Rights
During the term of this Agreement, WorkZone grants to Subscriber a non-exclusive license to access and use the Software for its own business purposes. Subscriber will not reverse engineer, decompile or disassemble the WorkZone Software or otherwise attempt to modify or create any derivative works of the WorkZone Software. Subscriber will not sell, lease or sublicense the Software.

3. License and Payment Terms
Subscriber will pay WorkZone for the Services and licenses provided hereunder in the amount and timing as set forth on the WorkZone Signup Form. The initial term of this Agreement is set forth on the WorkZone Signup Form and will begin on the date Subscriber’s site is activated or such other date that is agreed to by the parties. Should subscriber cancel service prior to end of initial term, subscriber is responsible for payment of all fees through the end of initial term. At the end of the initial term, the license will automatically renew for successive annual periods, unless either party gives notice at least 60 day in advance of annual billing period of their desire to cancel this agreement.

4. Warranties, Disclaimer and Limitation of Liability
WorkZone disclaims all implied and statutory warranties, including warranties of merchantability and fitness for a particular purpose. Subscriber assumes full responsibility for any loss or liability resulting from data delivery and non-delivery, and use and misuse of any account identifier or password assigned by Subscriber.

WorkZone warrants that it is the owner of the Software and/or has the right to grant the licenses herein to Subscriber and that the Software and Services do not infringe another party’s intellectual property.

Should Subscriber make personal financial or health information (PFHI) available through the Services subject to the provisions of applicable Federal and state laws, Subscriber acknowledges its sole responsibility for restricting access to the Services and the PFHI/MNPI to appropriate individuals and indemnifies and agrees to defend WorkZone for any loss, liability and expense, including attorneys’ fees, arising out of any actual or alleged violation of law resulting from such access.

To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive or other damages whatsoever (including, without limitation, damages for loss of profits, goodwill, use, data, or other intangibles) arising out of or in any way connected with (a) performance, use, inability to use, or any failure, delay, interruption, suspension, changes or termination of the Services, or the cost of procuring substitute services; (b) failure to backup or store, loss of access, deletion or unauthorized access to or alteration or use of the Subscriber’s transmissions, data, or personal, registration or site information. To the extent the foregoing limitation of liability is prohibited under any particular state's law, WorkZone’ or its affiliates’ liability for damages will not exceed the actual payments made to WorkZone by Subscriber. The foregoing limitations of liability will not apply with respect to: (i) any amounts recoverable from third parties, such as insurance carriers or (ii) the gross negligence or willful misconduct of a party.

5. Miscellaneous
Any dispute or disagreement arising under this Agreement will be referred to arbitration in accordance with the then prevailing commercial rules of the American Arbitration Association (“AAA”) and will be held in Philadelphia, PA. A majority of a panel of three disinterested arbitrators will decide the issues, one appointed by Subscriber, one by WorkZone, and the third by agreement of the appointed arbitrators, failing which, the AAA shall appoint. The third arbitrator shall be neutral and serve as chair of the panel. The decision of the arbitrator(s) will be final and binding, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrators shall have no authority to amend or supplement this agreement.

6. Confidentiality
WorkZone and Subscriber acknowledge that WorkZone may have access to certain confidential and/or proprietary information of Subscriber, which is not readily ascertainable from other sources. WorkZone agrees that it shall not, at any time, without Subscriber’s prior written consent, disclose, or authorize or permit anyone under its direction to disclose, to anyone not properly entitled to such disclosure, any proprietary or confidential information of Subscriber. WorkZone further agrees that, upon termination of this Agreement, WorkZone will not use any confidential or proprietary information of Subscriber for its own business purposes, or for the business purposes of any other individual or entity.

This Agreement constitutes the entire agreement between the parties and supersedes any and all prior and contemporaneous understandings, written or oral, concerning the subject matter hereof. Subscriber may not assign or transfer this Agreement, or any of its rights or obligations under this Agreement, whether by contract, operation of law or otherwise, without the prior written consent of WorkZone. This Agreement has been made in accordance with, and its interpretation and enforcement will be governed by, the laws of the Commonwealth of Pennsylvania without regard to its principles of conflict of law.