You offer or plan to offer one or more products or services (the “Integrated Application”) incorporating Your proprietary technology and using Zenwork’s Inc.’s (“Zenwork”) Developer Materials (as defined below), which You have accurately described to Zenwork in a Quote. You represent and warrant that the Integrated Application is suitable for integration with the Service and that as part of the registration process, You will properly and accurately describe the Integrated Application and the nature of the integration that You intend to accomplish. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Zenwork Software as a Service Terms and Conditions.

This Agreement addresses the following proprietary materials of Zenwork:

1.1   Development tools for integrating Your product or service with the Service, such as applications, API’s, documentation, sample code, libraries, data, files and any updates to the foregoing that Zenwork makes available to You or otherwise (collectively, the “Developer Materials” ); and

1.2   One or more Zenwork Service accounts for integration, development, and trial purposes only, and not for Your internal productive purposes (Your “Test Accounts”).

1. License:

For the duration of the term of this Agreement and subject to the terms and conditions of this Agreement, Zenwork grants to You a non-exclusive, non-transferable, revocable right and license to copy and use the Developer Materials and use the Test Accounts solely for the purpose of designing Integrated Applications to integrate with or share data between or otherwise communicate with the Services in the manner described by You as part of the registration process, or otherwise in accordance with the terms of this Agreement. You acknowledge and agree that the form and nature of the Developer Materials may change without prior notice to You and that future versions of the Developer Materials may be incompatible with applications developed on previous versions of the Zenwork software; provided that, Zenwork shall not degrade the functionality, performance of the Developer Materials existing as of the Effective Date of this Agreement. Nothing mentioned in this Agreement will prevent or restrict Zenwork from discontinuing access to or changing in its sole discretion and at any time any Developer Materials or any Zenwork products or services.

2. Restrictions: You may not:

a. use the Developer Materials or Test Account to design or develop anything other than an Integrated Application;

b. make any more copies of the Developer Materials than are reasonably necessary for the authorized use and backup and archival purposes;

c. modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Developer Materials or the Service;

d. remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the Developer Materials or the Service or any copies made by You; or

e. distribute, sell, lease, rent, lend, sublicense, or provide any access to any part of the Developer Materials or Test Account to any third Party except as included within and necessary to distribute an Integrated Application. You have no authority to distribute the Service or make it available to Your customers or any other third parties, unless granted in a separate agreement between You and Zenwork. No rights or licenses are granted except as expressly and unambiguously set forth herein. All rights to any modifications or derivative works of the Developer Materials shall be owned exclusively by Zenwork, whether made by Zenwork or by You.

3. Key: Zenwork will assign You a unique identifier for each Integrated Application (the “Key ”). To initiate a session with the Service, the Integrated Application must pass this Key together with the user identification and password of a valid Services account. You acknowledge and agree that this Key is the exclusive property of Zenwork, and that the misuse of this Key by You or a third Party could cause substantial loss and damage to Zenwork and its other customers. Accordingly, You will implement appropriate measures to protect the security of the Key and not provide the Key to any third Party, and You will notify Zenwork promptly if You suspect it has been misappropriated or misused or lost or stolen or otherwise made accessible to a third Party without rights to use it.

4. Approval: You will obtain written approval from an authorized officer of Zenwork, which may be given in an email, before You sublicense or distribute the Integrated Application to Yourcustomers. Zenwork may review the Integrated Application for merchantable quality and compliance with this Agreement at any time during the term. Zenwork will not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of Your development of the Integrated Application regardless of whether Zenwork approves it. You shall be solely responsible for assuring that the Integrated Application conforms to Your descriptions of the Integrated Application disclosed to Zenwork and specifications and documentation You provide to Your users, is free of defects in design and operation, and complies with applicable laws and regulations. You will also be solely responsible for end user customer support and warranty of Your Integrated Application. In the event that You materially modify or update the Integrated Application, You will notify Zenwork and Zenwork will have the option to review it, and to approve it or not, at Zenwork’s sole and absolute discretion.

5. User Data: You must obtain any required rights to User Data directly from such User, and provide all appropriate privacy and other notifications, within the Integrated Application. You will protect the privacy and security of each type of User Data using means in compliance with applicable laws.

6. Third-Party Materials: Zenwork’s Developer Materials and Test Accounts may utilize software, content, data or other materials, including related documentation, that are owned by persons other than Zenwork and that are provided to You on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third Party Licenses" ). You are bound by and shall comply with all Third-Party Licenses. Any breach by You or any of Your authorized users of any Third-Party License is also a breach of this Agreement.

7. Your Obligations:

• You shall be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You and/or Your Representatives in connection with the Developer Materials, the Key, the Integrated Application and Your related development and distribution efforts, including, but not limited to, any network and server equipment, Internet service(s), or any other hardware, software or services used by You and its Representatives.
• You will use the Developer Materials, the Key and the Integrated Application only for purposes that are permitted by this Agreement and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
• You agrees that You will protect the privacy and legal rights of Your authorized users.
• You agree that all information provided to Zenwork or that is input into or through the Developer Materials, the Key or the Integrated Application will be fully reviewed, validated and verified by You and You further agrees and acknowledges that Zenwork will in no way be responsible for the accuracy, completeness or validity of said information.

8. Acceptable Use: Neither You nor Your Representatives or customers may upload or otherwise transmit to Zenwork or the Zenwork Service any material containing software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware. Notwithstanding any other provision of this Agreement, if Your Integrated Application causes undue technical stress to the Zenwork platform, interferes with use of the Zenwork Service by others, or transmits information or transactions that Zenwork believes are illegal or fraudulent, Zenwork reserves the right to revoke Your Key and block access by You, Your Representatives and Your customers/end user immediately and indefinitely.

9. Feedback: You may provide feedback to Zenwork regarding the Developer Materials, Key, the Test Accounts, Services and any modifications, enhancements, updates and derivative works thereof (“Feedback”). Zenwork will own and have a right to fully exploit such Feedback as it deems appropriate in its sole and absolute discretion. You hereby agree to and hereby do make assignments necessary to accomplish the same.