PAYMENTS TERMS AND CONDITIONS

By enrolling in or using the Service, You acknowledge our Privacy Policy located at: Data Processing Addendum located, which governs Zenwork’s collection, use, sharing, and protection of Your information. The provisions of the Data Processing Addendum are incorporated herein by reference. The Data Processing Addendum is supplemental to and comprises an integral part of these Terms and reflects the parties’ agreement with respect to Zenwork’s Processing of Personal Data, as those terms are defined in the Data Processing Addendum.

Services include a platform that enables You to make payments to third parties (Your “Vendors”), receive payments from third parties (Your “Customers”) with associated functionalities and features made available to You by Zenwork through this platform, and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically. “Accounts Payable Services” are further described and subject to additional Terms included in Schedule 2 attached hereto. “Accounts Receivable Services” are further described and subject to additional Terms included in Schedule 3 attached hereto. In connection with your use the Service, You may have an active Tax1099 account (“Zenwork Tax1099 account”) and/or a payments service account (“Zenwork Payments Account”, and both or either of the Zenwork Tax1099 account and Zenwork Payments Account, a “Services Account”). In the event of any conflict between these Terms and the terms governing your Services Account, these Terms will govern with respect to the Service. Your level of access to the features and functions offered including authorization to schedule payments through the Service will depend on Your Services account type, if any, how You interact with the Service and related due diligence performed by Zenwork. Zenwork reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. Zenwork reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in Zenwork’s sole discretion, without Zenwork incurring any liability to You. Zenwork Payment Services will primarily be provided from Zenwork office locations in the US. However, approved employees from Zenwork's India location may access your data at times for troubleshooting, debugging or resolution of escalated issues. In connection with eligibility to use the Services, You represent and warrant that: (a) You are at least 18 years of age; (b) You and Your organization, as appropriate, reside in the United States (c) You have not previously been suspended or removed from the Service; (d) You will use the Service in accordance with our Acceptable Use Policy attached hereto as Schedule 4, and (e) You will not use the service primarily for personal, household or family purposes and that you will use the Service primarily for business purposes as the Zenwork Payments platform is intended for business use case.

Subject to these Terms, including payment of all Service Fees, Zenwork grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service with additional functionalities, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Zenwork provides to You (collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of these Terms, Zenwork may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.

Zenwork reserves and retains all rights in the Service not expressly granted to You in these Terms. The Service is protected by copyright, trade secret, and other intellectual property laws. Zenwork and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. These Terms do not give You any rights in Zenwork’s or its licensors’ intellectual property, including its trademarks or service marks.

You represent and warrant that You will not use the Service in connection with any business or industry prohibited under Zenwork’s Acceptable Use Policy. Zenwork reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy. You acknowledge and agree that if You are in violation of the Acceptable Use Policy, Zenwork may, in its sole discretion and without notice to You, immediately suspend or terminate Your access to the Service.

You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with these Terms. You will not, and You will not allow any third party, to:

• copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service, excluding Your Data and relevant transactional information Zenwork makes available to You in connection with Your payment transactions using the Service (example: limited third-party customer or vendor information in connection with Your payment transactions);
• make the Services available in any manner to any third party for use in the third party’s business operations, except as expressly permitted herein or in the Program Documentation or Quote;
• license, sell, rent, lease, transfer, assign, host or otherwise commercially exploit any Software, APIs, application keys, test accounts, widgets, information and content available with the Service, including the Website, as updated and improved from time to time (collectively, the “Zenwork Properties”) or any portion of Zenwork Properties;
• remove, destroy or modify any copyright notices, trade names or other proprietary markings contained on or in Zenwork Properties;
• work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
• perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by Zenwork's other licensees or users, or impose an unreasonable or disproportionately large load on Zenwork’s infrastructure;
• intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
• perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation, accessing any other Service Account without permission, or falsifying Your information;
• use the Service other than in compliance with all applicable controls of export laws and regulations, and if the Service is provided to You in the United States, You will not export the Service, which may be subject to export restrictions imposed by US law;
• use or upload any harmful, obscene, abusive or offensive language through the Service;
• modify, translate, adapt, merge, make derivative works of Zenwork Properties or use or alter any intellectual property of Zenwork;
• use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website;
• transfer or assign the rights granted to You under these Terms; or
• otherwise use the Service except as expressly allowed under these Terms.

Zenwork has entered into a partnership with Mercoa, Inc. (“Mercoa”) to enhance its financial service offerings. Through this collaboration, Mercoa utilizes Moov Financial, Inc.’s (“Moov”) payment infrastructure, which is supported by Moov’s financial institution partners. Moov is not required to hold Money Transmitter Licenses based on its current relationship with US regulated depository institutions and as agreed by the institutions and their regulators. Funds shall reside in Moov’s FBO wallet. The FBO account is a bank-owned bank account. You acknowledge and agrees that certain terms and conditions from the agreement entered into by Zenwork with Mercoa for platform integration (the “Mercoa Agreement”) are incorporated by reference into these Terms. You agree to comply with all applicable provisions of the Mercoa Agreement as if fully set forth herein. You is responsible for reading carefully, these terms and conditions https://mercoa.com/legal/platform-agreement and privacy policy https://mercoa.com/legal/privacy-policy prior to entering into these Terms. You agree to assume all obligations and rights arising from the terms and conditions of the Mercoa Agreement and privacy policy. In the event of any conflict between these Terms and the Mercoa Agreement, the terms of these Terms shall prevail. Zenwork reserves the right to provide update to the terms of the Mercoa Agreement, and such amendments will be communicated to the You. Continued use of the services after such amendments shall constitute acceptance of the revised terms. Zenwork shall have no liability to You for any damages arising in any way in connection with Mercoa, Moov or any other third party services provided in connection with the Services. You agree to indemnify and hold harmless Zenwork from any claims, damages, or liabilities arising from Your failure to comply with the terms and conditions of the Mercoa Agreement. 

In order for Zenwork to make available the Mercoa services to You, and in order for You to access and use the Mercoa services, You may be required to establish and maintain a Mercoa Account. You will ensure that: (a) all information, data, and supporting documentation necessary to establish a Mercoa Account for Company and for You that is required to establish a Mercoa Account is provided or otherwise made available to Zenwork or Mercoa, and (b) such information, data, and supporting documentation is accurate to the best of Your knowledge, complete, authentic, valid, and timely. You will promptly notify Zenwork and Mercoa of any change to any information, data, or supporting documentation previously provided or otherwise made available to Zenwork or Mercoa. You will be responsible and liable for all of Your activity associated with Your Mercoa Account.

 Each account registered with Zenwork Tax1099 may have at least one “Administrator” role to manage and control access to the Zenwork Tax1099 account. The Administrator may invite and authorize other users to access, establish login credentials for, and use the Zenwork Tax1099 account. The Administrator may revoke access and authorization of a user. Information about user(s) and their use of the Service may be provided by Zenwork to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of You users that are not in compliance with these Terms.

Zenwork reserves the right to modify, amend, or update any promotions, offers, or discounts associated with the services provided on this platform in relation to the Service. Zenwork may, at its sole discretion, revoke, withdraw, or terminate any such promotions, offers, or discounts at any time and without prior notice.

As directed by Zenwork, You may use your Zenwork Tax 1099 account login credentials or credentials created in connection with your Payments subscription or Zenwork Payment Account (“Login Credentials”) in connection with the Services. Enrol as a new User or simply sign in if you are already registered using the existing sign in credentials for Tax1099.  It is advisable to change your password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Login Credentials. Each Service Account may have at least one “Administrator” role to manage and control access to the Services. The Administrator may invite and authorize other users to access, establish login credentials for, and use the Services. The Administrator may revoke access and authorization of a user. Information about user(s) and their use of the Service may be provided by Zenwork to the Administrator. You are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through Your Login Credentials, including all payment instructions provided to Zenwork, whether authorized or not. You agree to keep Your Login Credentials confidential and secure, and You will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if You allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, (including, but not limited to, a person that gains access to Your Login Credentials in relation to text forwarding to email and/or Your email password), You are authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.

 You acknowledge and agree that Zenwork’s security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your Service Account. Zenwork reserves the right to request additional documentation including but not limited to government issued IDs and banking transaction details to perform enhanced due diligence. You agree to immediately notify Zenwork’s Customer Support if You believe that Your Service Account has been compromised or accessed without authorization, or Your Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your Service Account without authorization. This information will help Zenwork in performing further investigation on the Compromised account. You may reach out to  [email protected] for immediate customer support.

To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with Zenwork’s security procedures and these Terms, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your Service Account or Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. Upon Your timely report, we may, in Zenwork’s sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but Zenwork will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

Zenwork sends ACH debit and credit instructions under Standard Entry Class Codes CCD, CTX, PPD and Web entries all in accordance with the National Automated Clearing House Association (“Nacha”) Operating Rules. You agree to the Nacha Operating Rules and all other laws and regulations that apply to Your use of Services that provide payments through ACH.

You represent and warrant that: (a) You are not located in a country or location that is subject to U.S. Government sanctions or embargoes, including Iran, Syria, Cuba, North Korea, and the Crimea region of Ukraine, or are a State Sponsor of Terrorism as defined by the US Department of State, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN); (b) You are not listed on any U.S. Government list of prohibited or restricted parties; and (c) You will not use the Service to send money, either directly or indirectly, to a sanctioned country, person, group or entity. Zenwork reserves the right to verify use of Services for sending money to sanctioned country, person, group or entity.

If Zenwork provides You with information about another user of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose specified in these Terms. You may not disclose, sell, rent, or distribute another user’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific user to do so.

Right to Refuse to Make Payment . You grant to Zenwork the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through the Service, in Zenwork’s reasonable discretion at any time for any reason, without Zenwork incurring any liability to You. Zenwork will use commercially reasonable efforts to provide notice if Zenwork decides to limit, delay, investigate or to refuse to make, process or issue a payment. This notification is not required if the payment or notice is prohibited by law or these Terms.

Transaction Limits. When You use the Service, You grant to Zenwork and Zenwork reserves, in Zenwork’s sole discretion, the right to impose limits on the amount of money sent or received through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without Zenwork incurring any liability to You. If Zenwork imposes or changes such limits on the transaction initiated by You, Zenwork will use commercially reasonable efforts to provide notice to You, but will not be required to do so. Notice may be provided by email to You or through in app messaging as a pop up window, as may be determined by Zenwork.

Right of Set Off. To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in Zenwork’s control, in satisfaction of any amounts or liabilities that You owe to Zenwork.

Account Termination . Zenwork reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of these Terms, the failure to pay applicable Service Fees, or inactivity), in Zenwork’s reasonable discretion, without Zenwork incurring any liability to You. If Zenwork suspends or terminates Your account or access to the Service, Zenwork will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so. Except when required by law, Zenwork does not have any obligation to retain your data upon Zenwork Tax1099 Account termination.

Feedback. If You provide any feedback to Zenwork concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to Zenwork all rights, title, and interest in and to such feedback, and Zenwork is free to use such feedback without payment or restriction.

Marketing. To the extent permitted by law, You agree and consent that Zenwork may list or identify You as a customer of Zenwork, including through the use of Your brand or logo, for Zenwork’s marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting Zenwork Customer Support through by email: [email protected]. 

Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from Zenwork at any telephone number provided to Zenwork in connection with Your Zenwork Tax1099 account including by automated means. Zenwork may place these calls or texts for any purpose consistent with these Terms or Zenwork’s Privacy Notice, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features, and Services, and helping You with Your Zenwork Tax1099 account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from Zenwork at any time by email at [email protected]. 

Monitoring/Recording of Telephone Calls. You understand and agree that Zenwork may, without further notice or warning and in Zenwork’s sole discretion, where permitted by law, directly or through a third-party service, monitor and/or record any telephone calls between You and Zenwork’s employees, contractors, or agents for purposes of quality control and/or training purposes, as required by applicable law, or for Zenwork’s protection. While Your communications with Zenwork may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by Zenwork, and Zenwork does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Chatbots. The Website may provide interactive services, including chatbot which is the Zenwork AI Assist and managed chat and session replay technology. By accessing or using any of these features, You agree that Zenwork may record and retain a transcript of all communications with You through these interactive tools, and/or may record or recreate Your activity while using the Website, in order to provide services, enhance Your Website experience, and for quality and verification purposes. Zenwork may work with trusted service providers to analyze, store, and/or use this data on our behalf. Your use or access of any of these tools or of Zenwork’s Website is governed by this section of our Terms and our Privacy Notice.

You retain all ownership and intellectual property rights in and to Your data. Zenwork or its licensors retains all ownership and intellectual property rights to the Services, including any modifications or derivatives thereof, and all Zenwork data and software. Zenwork retains all ownership and intellectual property rights to anything developed and delivered under the Quote or these Terms. Third party technology that may be appropriate or necessary for use with the software is specified in the program documentation or Quote as applicable. Your right to use such third-party technology is governed by the terms of any third party technology license agreement or other document specified by Zenwork, and not under these Terms. The name “ZENWORK”, “Tax1099” and all related graphics, logos, service marks and trade names used on or in connection with any Zenwork Properties or in connection with the Services are the trademarks and property of Zenwork and may not be used without Zenwork’s permission or as permitted by these Terms in connection with Your use of the Service.

To help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including money services businesses, financial institutions, credit unions and banks that offer services through Zenwork, to obtain, verify, and record information that identifies every Customer.

When You use the Service, Zenwork will ask You for Your name, address, date of birth, and if You are located within the United States, Your social security number (SSN) and/or Employer Identification Number (EIN) and other information that will allow Zenwork to identify You. Zenwork may also ask to see other identifying documents, including but not limited to, Your driver’s license and business related documents. Zenwork will let You know if additional information is required.

Zenwork, and the banks or credit unions or financial institutions that offer services through Zenwork, reserve the right to refuse to allow You to use or participate in the Service if Zenwork (or the bank or credit union or financial institution) is unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organization’s representatives or beneficial owners. Notwithstanding any steps that Zenwork (or the bank or credit union or financial institution) takes to verify the information provided to Zenwork (or the bank or credit union or financial institution), You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date. You also agree to provide updated information if the information You have provided changes.

Further, You shall notify Zenwork in writing of any change to any information, data, or supporting documentation previously provided or otherwise made available to the company including but not limited to details as specified below, through Zenwork’s customer support email address: 

• Your Identification Details: Name, address, contact information, and legal status
• Your Financial Information: Bank account details, financial statements, and tax identification numbers
• Your Authorized Personnel Information: Names, roles, and contact information of end user individuals authorized to access and manage the user account.
• Compliance Documentation: Any documents related to compliance with relevant regulations, such as KYC (Know Your Customer) and AML (Anti-Money Laundering) documentation.
• Operational Information: Details about the nature of Your business, transaction types, and volume.
• Change of business representatives
• Change of entity ownership
• Change of entity structure
• Change of entity EIN

You grant to Zenwork and Zenwork reserves the right to review or place on hold any Zenwork account or any payment requested or initiated, through the Service for any reason, including but not limited to credit and fraud risk or compliance with applicable laws (such as anti-money, laundering regulations, combating terrorist financing laws, OFAC sanctions and sanctions laws applicable in a country where You are located), conflicting ownership claims and legal orders. In Zenwork’s sole discretion, Zenwork may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding You, the payment, a a Service Account, a Customer, a Vendor, or any related facts or circumstances. Depending on the results of this review, Zenwork reserves the right to take any appropriate action, including cancelling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.

You acknowledge that Zenwork and the banks or credit unions or financial institutions that offer services through Zenwork may make appropriate reports regarding your activities made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, and Zenwork and banks or credit unions or financial institutions that offer services through Zenwork, will cooperate with the appropriate authorities in any resulting investigation or prosecution, all as required or permitted by law.

If You upload, store, share, or otherwise process Your documents, information, data and content (“Your Data”) or sync Your Data from Your accounting software to the Service, You consent to Zenwork’s access and processing of Your Data in accordance with Zenwork’s Privacy Policy , these Terms, the settings on Your Service Account, or the features of the Service You elect to use. Zenwork reserves the right to remove or delete Your Data from the Service for any reason, including if Your Data violates these Terms or applicable law, in Zenwork’s reasonable discretion, without Zenwork incurring any liability to You. Zenwork reserves the right to share Your Data with third parties as necessary to fulfil the purposes of these Terms, including but not limited to service providers, regulatory authorities, and partners involved in the execution of the Service. Zenwork will ensure that any third parties with whom Your Data is shared are bound by confidentiality obligations. 

You acknowledge and agree that Zenwork has no responsibility to monitor Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as Your Data, and Zenwork will not be responsible for the content of any such communications, data or transmissions. However, Zenwork reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with these Terms or as required or permitted by law.

You agree that Zenwork may collect, use and disclose to Zenwork’s service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that Zenwork may use aggregated and anonymized data for analytics purposes. Please see Zenwork’s Privacy Policy for more details on how Zenwork collects, uses, shares and protects Your information.

Subject to Zenwork’s Privacy Policy, You agree that Zenwork will have no responsibility or liability with respect to Your Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of Your Data that You request to have deleted from the Service, other than as provided under these Terms.

Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees applicable to the Service used or subscribed by You (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, Failure charges and other special services fees. Transaction, payment processing or other special service fees are separate from subscription fees associated with subscription plans. Information on Service Fees can be found on the Zenwork Payments Website https://www.tax1099.com/payments/. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each cycle in which You use the Service or maintain a Service Account, even if You don’t use the Service during the cycle or use the Service for only a portion of the cycle. Zenwork reserves the right to refuse to cancel Your Service Account if Your account is not in good standing or has any overdue Service Fees.

Changes to Service Fees. Zenwork reserves the right to change the Service Fees from time to time, in its sole discretion. Zenwork will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your Zenwork account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of Zenwork.

Payment of Service Fees. You authorize Zenwork to use the payment method, which may include credit card or ACH You have provided to Zenwork (as updated by You from time to time), to automatically charge You, in U.S. dollars, for the Service Fees applicable to Your Service Account or Your use of the Service, plus any applicable taxes. The Service Fees will be paid on a recurring basis, as specified in the subscription plan chosen by You. You acknowledge that the initial payment may be processed upon the commencement of the subscription, with subsequent payments made on the same day of each billing cycle thereafter, unless otherwise agreed. If Zenwork is unable to charge the Service account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from Zenwork. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your Service Account becomes overdue, Zenwork will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses. Zenwork will send an email notification to You prior to each scheduled payment related to Services outlining the amount to be paid and the date of the transaction. In the event that a payment is not successfully processed due to insufficient funds, an expired card, or any other reason, You will be notified and may be subject to a late fee as specified above. You agree to promptly provide updated payment information to avoid disruption of service. You further agree that You are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You may update Your payment information at any time. It is your responsibility to ensure that the payment information you provide to Zenwork is accurate and up-to-date at all times. This includes, but is not limited to, your credit card number, ACH number, bank account information, billing address, and any other information related to processing payments. You agree to promptly update any changes to your payment information to avoid disruptions in service or missed payments. You may terminate this automatic payment authorization by providing written notice to Zenwork at least thirty (30) days prior to the next scheduled payment. Termination of this authorization will not affect any amounts that are due or have accrued prior to the effective date of termination. All outstanding amounts accrued up to the termination date shall remain due, and Zenwork may deduct the applicable amounts from the credit card or ACH account on file. You agree to indemnify and hold harmless Zenwork from any claims, losses, or damages arising from the deduction of failure charges, including but not limited to any issues related to insufficient funds or unauthorized transactions.

Taxes. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Zenwork must pay based on the Services You ordered, except for taxes based on Zenwork’s income. Fees for Services listed in a Quote are exclusive of taxes and expenses. You are responsible for filing and providing any Form 1099-Ks to Your Vendors.

Your Right to Cancel. You may request to cancel Your Services account at any time by submitting a request through Your Services account or through Zenwork customer support.

Effective Date of Cancelation: Subscription Accounts. This section applies to You if Your Services account is an account with agreed upon subscription Service Fees (“Subscription Account”). Your Subscription Account will automatically renew each cycle, as provided on the Zenwork Payments platform unless You request to cancel Your Subscription Account. You may cancel Your Subscription Account in the manner described above. When You request to cancel a Subscription Account, the cancelation will be effective on the last day of the then-current Zenwork payments cycle for Your Subscription Account, if there are no pending payments on the Subscription Account or if all pending payments will be posted and completed before the end of that Zenwork payments cycle. If there are pending payments that will not be posted and completed by the last day of the Zenwork payments cycle in which You request to cancel Your Subscription, the account cancelation will be effective on the last day of the next Zenwork payments cycle or the date on which the last requested payment is posted and completed, whichever is later. Zenwork reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancelation. You will be responsible for all Service Fees that accrue up to the effective date of cancelation.

Your Documents. If You cancel Your Services account, Zenwork and the banks or credit unions or financial institutions that offer services through Zenwork may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, and Documents, as required or permitted by law, this Agreement or Zenwork’s Privacy Policy.

In the event that You elect to terminate Your Subscription within three (3) months following the filing of any Form 1099, You shall be liable to pay Zenwork’s then-current rates for each Form 1099 filed. Such fee shall be charged to the payment method on file with Zenwork. You acknowledge and agree that this fee is imposed to cover the administrative costs associated with the preparation and filing of each Form 1099. By accepting this Agreement, You consent to the automatic deduction of said fees from Your designated payment method in advance of filing any tax forms. 

Upon the expiration or termination of the Services, Zenwork shall immediately cease to permit You from initiating any new transactions for the Services provided under this Agreement. Following such termination, You agree to fully cooperate with Zenwork to facilitate an orderly termination process, including providing assistance as necessary to wind down any pending transactions or activities related to the services provided under this Agreement. You shall take all reasonable actions required to ensure a smooth and efficient cessation of services and shall not hinder or delay the termination process. 

Zenwork warrants that the Services will perform substantially in all material respects in accordance with the Program Documentation. If the Services provided to You for any calendar month during the Services term were not performed as warranted, You must provide written notice to Zenwork as specified in the Quote no later than five (5) business days after the last day of such calendar month or within such other period stated in the Quote. Zenwork’s only obligation and Your only remedy for failure of warranty shall be the reperformance of the Services so that they conform to the warranty granted herein.

Zenwork does not guarantee that the Services will be performed error-free or uninterrupted, or that Zenwork will correct all services errors. Zenwork shall have no liability whatsoever, under any theory of liability including contract or tort, for any payments, failure of payments or loss of payments made by You through the Service. You acknowledge that Zenwork does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Zenwork is not responsible for any delays, delivery failures, or other damage resulting from such problems. to the maximum extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.

Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services, including Mercoa and Moov services, offered through such third-party platforms (collectively, “Third-Party Services”). Zenwork does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Zenwork does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from Zenwork. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Zenwork disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against Zenwork with respect to the content or operation of any Third-Party Services.

If You choose to synchronize Your Services account and Your accounting software, You agree and consent to sharing, collection, use and storage of all of Your accounting data (including but not limited to, invoices and payments, costs, charts of accounts, customer and vendor information, classifications and items, financial statements (ie, balance sheets, cashflow, profit and loss statements) journal entries and company information) between Your accounting software service and Zenwork and any third party providers Zenwork uses in relation to the synchronization ("Accounting Data Sharing Consent"). This Accounting Data Sharing Consent covers up to one year of data for any Services. You understand and agree that You are solely responsible, and Zenwork is not responsible, for the information and data that You choose to synchronize and share between Your Services account and Your accounting software. If You choose to link Your Services account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your Services account. When You use third-party accounting software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.

ZENWORK IS NOT AFFILIATED WITH ANY OTHER ZENWORK USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER ZENWORK USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE ZENWORK (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. ZENWORK WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY.

You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of these Terms and have a limited right to enforce these Terms directly against You.

Neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits (excluding fees), data, or data use. Zenwork’s maximum liability for any damages arising out of or related to the Quote or these Terms, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the total amounts actually paid to Zenwork for the Services under the Quote that is the subject of the claim in the twelve (12) month period immediately preceding the event giving rise to such claim. Any damage in your favor against Zenwork shall be reduced by any refund or credit received by you and any such refund and credit shall apply towards the limitation of liability. ZENWORK SHALL NOT BE LIABLE FOR ANY FAILURE OF THE KYB/KYC CHECKS PERFORMED ON YOU OR THE USER AND IS UNDER NO OBLIGATION TO DISCLOSE THE REASONS FOR ANY SUCH FAILURE OF THE KYB/KYC CHECKS TO YOU OR THE USER UNDER ANY CIRCUMSTANCES.

You shall have full liability and responsibility for Your use of the Service, and You will indemnify, defend, and hold harmless Zenwork, its affiliates, and its and their respective officers, directors, employees, consultants, subsidiaries, and agents (collectively, "Indemnified Parties") from and against all claims, liabilities, damages, losses, penalties, fines, assessments, or expenses, including reasonable attorneys' fees and costs (collectively, "Losses"), arising out of or in any way connected with:

• Your breach of these Terms or violation of any applicable law or regulation;
• Your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property, or privacy right;
• Any Transaction or purported Transaction, including but not limited to any error, fraud, dispute, return, reversal, refund, chargeback, adjustment, duplication, cancellation, or amendment, to the extent such Transaction or purported Transaction is due to Your fault or negligence;
• Any Transaction dispute handled in accordance with Zenwork's dispute-handling policies or procedures, to the extent such dispute is due to Your fault or negligence;
• Any fines, penalties, assessments, or other amounts imposed by any Governmental Authority, Network, or third party, in connection with Your access to or use of the Services, to the extent such amounts arise from Your fault or negligence;
• Any taxes, interest, penalties, assessments, or other amounts imposed by any taxing authority due to Your fault or negligence;
• Any infringement, misappropriation, or other violation of any Intellectual Property Rights of any third party by You;
• Any misuse or unauthorized use of a For-Benefit-Of ("FBO") account, including but not limited to any claims, liabilities, or damages arising from improper handling, management, or fraudulent use of such accounts. This indemnity includes, but is not limited to, claims arising from: Unauthorized access or transactions involving FBO accounts; any actions or omissions by You that lead to the misuse of FBO accounts; Breaches of applicable laws or regulations relating to the use of FBO accounts; Any fraudulent or negligent acts committed by You or their agents in connection with FBO accounts

Zenwork reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, without limiting Your indemnification obligations regarding that matter, and You agree to cooperate with Zenwork’s defense of such claim.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU MAY NOT BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED.

The parties agree to resolve any claims relating to the Services through final and binding arbitration, except as prohibited by law. The American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Washington County, Arkansas. The AAA rules will govern payment of all arbitration fees. These Terms are governed by the law of the State of Arkansas except for its conflicts of laws principles.

Zenwork may compile statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not incorporate Your data and/or identify Your confidential information or include Your company’s name. Zenwork retains all intellectual property rights in such information.

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.

You shall obtain at Your sole expense any rights and consents from third parties whose information is provided by You to Zenwork in connection with the Services as necessary for Zenwork and its subcontractors to perform the Services.

If You wish to provide a notice under these Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to:

Zenwork, Inc.
1 East Center Street Suite 250
Fayetteville, AR 72701
Attention: Legal Department
Email: [email protected]

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.

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.

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.

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 or these Terms. 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.