1. InsynQ agrees to supply its application hosting services (Services) to the Customer. Customer agrees to pay InsynQ for use of the Services per Order placed.
2. InsynQ grants to Customer remote access to InsynQ's data center via in-bound Internet connectivity, providing access to Customer's data and various hosted software applications provided by InsynQ or under license purchased by the Customer. Software applications made available to Customer are detailed in the Order attached hereto.
3.1 The Effective Date of this Agreement shall be the first day in which Customers "user profiles" are activated and made available for usage on the InsynQ Service and shall continue in full force and effect for an initial Term of twelve (12) months from the Effective Date. Customer may terminate service with thirty days (30 days) prior written notice.
3.2 This Agreement shall be automatically renewed for twelve (12) months, unless terminated by either party, by giving thirty (30) calendar days written notice to the other party prior to the expiration of the initial Term or any successive Term.
3.3 Upon termination of Services by Customer or by InsynQ, all Customer data will be deleted from active file systems and any archived data will be overwritten or purged through normal backup cycles. InsynQ may be able to recover data from terminated accounts if such data restoration is requested within 10 days of Service termination. Time and materials charges apply to any search for or restoration of data from terminated Service accounts, and any such request for data search or recovery will be accepted only from the previously authorized "administrative contact" for the Customer account.
4.1 Installation fees, if applicable, shall be due upon submission of an Order. One-time setup fees, and last month service fees, are due upon submission of an Order.
4.2 Charges set forth in the Order shall be charged monthly, and other charges due for services performed under this Agreement shall be invoiced the month immediately following the use of services by the Customer. Charges invoiced are due and payable upon receipt. If charges are not paid within thirty (30) days of the invoice date, a one and one half percent (1.5%) per month interest charge shall be assessed until date of payment. Further, if charges are not paid within thirty (30) days of the invoice date, InsynQ reserves the right to disable profile access to local drive resources, inhibiting the ability for Customers to offload data from the hosted system while the account is in arrears. If charges are not paid within sixty (60) days of the invoice date, InsynQ retains the right to disable the user account to prevent further use until payments for all charges on account have been received. Accounts with outstanding balances over ninety (90) days in arrears are subject to deletion of user profiles and all associated data, and may be referred for legal collection action.
4.3 All charges are exclusive of all taxes. Taxes imposed by Government agencies, whether based upon the software, its use, or the Agreement, shall be paid by the Customer.
4.4 Any new software program or services, other than those contracted for by the Customer on the Effective Date of this Agreement, may be obtained by the Customer at the current price. Charges set forth in the Order may be modified by InsynQ upon posting of changed pricing to the Website at www.cpaasp.com and becoming effective on the next monthly billing.
4.5 InsynQ reserves the right to suspend or terminate Services to Customer for lack of timely payments for subscriptions or services due.
4.6 In cases where Customer's service includes hosting of QuickBooks© software, Customer is specifically prohibited from reselling the QuickBooks© hosting Service for-profit.
5.1 Service is available to your equipment when it is within the operating parameters of our network and when connectivity is available through established telecommunication providers. Service is subject to interruption when telecommunication service is subject to transmission limitation and/or interruptions including access to the public Internet. InsynQ guarantees 98% availability of our data center and application services contained therein.
Subscriber support services will be available via telephone at (253) 284-2000 during the regular business hours of Monday - Friday, 7:00am-5:00pm, PST. Extended coverage telephone support (call back only) is available 24X7. Email support response is available within 24hours, submit messages to support@InsynQ.com.
7.1 The Customer acknowledges that it has been advised by InsynQ that any software, related documentation, or service delivery methods deployed or developed by InsynQ contain valuable trade secrets or proprietary information and products. The Customer agrees to preserve the confidential nature of the software by retaining and using the software in trust and confidence, solely for its own internal use and not permitting the use of the software or disclosure of information relating to the software to unauthorized persons.
7.2 We reserve the right to interrupt or restrict service without notice to you if we suspect fraudulent or abusive activity. Customer agrees to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe within reason. Failure to cooperate will result in your liability for all fraudulent usage.
7.3 We reserve the right to intercept and disclose any sessions being served by our facilities in order to protect our rights or property.
8.1 It is agreed that all information furnished to or utilized by the parties shall be regarded as confidential. Such items shall remain the sole property of the original owner and shall be held in confidence and safekeeping by both parties. Both InsynQ and the Customer further agree to exercise good business judgment and discretion in the disclosure of such information to any person and will take appropriate precautions to limit use or disclosure to those personnel in its organization who are directly concerned with performance of this Agreement.
8.2 In cases where Customer's service includes hosting of QuickBooks© software, Customer explicitly grants to InsynQ the right to share Customer license information, including all license-related keys and numbers, payroll keys and numbers, and number of QuickBooks© users subscribed with InsynQ, with Intuit for verification and tracking purposes. Customer agrees that Intuit is not a party to this Agreement, and that Intuit disclaims any liability for the Services and provides no warranty. Intuit is responsible solely for the QuickBooks© software itself, and not for the Services, nor any other product or service offered by InsynQ directly or through third parties.
8.3 The specified "billing entity" and "administrative contact" for any subscription Order acknowledge that they are authorized to financially commit the subscribing organization to these services. Further, the specified "billing entity" and "administrative contact" for any subscription Order becomes the "owner" of any data in the file system managed by that entity. InsynQ has no ability to provide access to parties other than those assigned by the "administrative contact" of the "billing entity". The "billing entity" is the sole owner and authority governing data sets and user access rights provided. InsynQ cannot provide access to or copies of any data sets other than as communicated in writing by the designated "administrative contact" for the "billing entity".
8.4 While InsynQ's Service uses encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the Service.
9.1 WE MAKE NO EXPRESS WARRANTY REGARDING THE SERVICE OR THE EQUIPMENT AND DISCLAIM ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. WE ARE NOT THE MANUFACTURER OF THE EQUIPMENT AND ANY STATEMENT REGARDING IT SHOULD NOT BE INTERPRETED AS A WARRANTY. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10.1 IN NO EVENT WILL InsynQ BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DAMAGES FOR LOST DATA OR PROFITS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR LICENSED PROGRAM(S), EVEN IF InsynQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.1 Customer shall obtain and maintain, at its sole expense, equipment and appropriate telecommunication service adaptable to, compatible with, and suitable for communication with InsynQ's network specifications.
11.2 Customer agrees to be responsible for the accuracy and adequacy of the data which it furnishes or transmits to InsynQ for processing or storage. Reasonable precautions have been taken by InsynQ to prevent the loss, alteration or improper access to the Customer's data, but InsynQ does not guarantee the accuracy or security of the same.
11.3 The use of some services hereunder requires certain software to be installed on Customer's premises. Customer agrees to provide physical facilities and security as required for proper operation and maintenance.
12.1 InsynQ retains the right to subcontract without Customer's consent the Services contracted for in this Agreement to third parties; however, no subcontract will relieve InsynQ of its obligations hereunder. Except as provided in the preceding sentence, neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by either party, except to any corporation controlled by or under common control with the assigning party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains.
12.2 This Agreement is the entire Agreement between parties and it supersedes all prior agreements and understandings between the parties concerning the subject matter herein. It may be modified only by a written agreement signed by duly authorized persons for each party.
12.3 This Agreement shall be governed by the laws of the State of Washington, and exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the State of Washington.
12.4 Either party has the right to terminate this Agreement if the other party breaches or is in default of any obligation hereunder which default is incapable of cure or which, being capable of cure, has not been cured within seven (7) days after receipt of notice of such default.
12.5 Any invalidating, in whole or in part, of any provision of this Agreement shall not affect the validity of any of its provisions.
12.6 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the parties.
InsynQ agrees to supply its application hosting services (Services) to the Customer. Customer agrees to provide proof of applicable software license ownership to InsynQ. Customer agrees to discontinue use of applicable software except as it relates to access and use only as provided by InsynQ under the terms of the Application Hosting Services Agreement. InsynQ will notify Customer of any failures by Customer to provide adequate software license information. Customer has thirty (30) days from the date of such notification to remedy the situation and provide adequate proof-of-licensing to InsynQ. If Customer fails to provide such proof, InsynQ may, at its own discretion, either purchase the appropriate licenses on the Customer's behalf and charge the Customer for such licenses, or terminate the Customer's hosting Services and all data associated.
By submission of any application hosting services Order via this Website or directly to InsynQ, you agree that you are an authorized representative for your organization and wish to execute an Application Hosting Services Agreement with InsynQ according to the terms and conditions as stated above.
This agreement was updated on: Tuesday, July 29, 2008