Application Hosting Services Agreement

TERMS AND CONDITIONS

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. TERM, RENEWAL, AND TERMINATION

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 For Custom/Private Cloud environments, 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.  At time of account termination, Customer may elect to have their data retained and backed-up by InsynQ for a period of 30 days.  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. CHARGES/PAYMENTS

4.1 Installation fees, if applicable, shall be due upon submission of an Order and are non-refundable.  One-time setup fees and any required deposits are due upon submission of an Order and are non-refundable.

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 upon the date due, 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.  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.

4.7 All changes to an existing user service profile will be invoiced a minimum of $25 per event.  Changes to a user profile include changing the applications available to the profile, or re-provisioning a profile due to a name change.

5. AVAILABILITY/INTERRUPTION

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 99% availability of our data center and servers contained therein. Application uptime is guaranteed to be 95.7% for most applications unless otherwise stated in writing. Please see each software vendor’s EULA for further terms and conditions.

6. CUSTOMER SUPPORT

Subscriber support services will be available via telephone at 866-796-9925 during the regular business hours of Monday - Friday, 6:00am-6:00pm, PST. Emergency after-hours support (call back only) is also available. Email support response is available within 24hours during normal support hours, with messages to be submitted to support@InsynQ.com. Live Chat is available though our website at www.insynq.com. Users are encouraged to submit trouble tickets directly through the SSIT portal, also available at insynq.com.

7. AUTHORIZED USAGE

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.

7.4 We reserve the right to interrupt or restrict service without notice to you if we detect evidence that you have attempted any software installation or have placed executable program code on InsynQ systems without explicit knowledge of or permission from InsynQ.  Customer agrees to cooperate with us in any investigation relating to software or code installations and to use any prevention measures we prescribe within reason.  Failure to cooperate will result in your liability for all activities resulting from such unauthorized software or code implementation.

8. CONFIDENTIALITY AND PROPRIETARY NATURE OF DATA

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. NO WARRANTIES

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. LIMITATION ON LIABILITY

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. CUSTOMER RESPONSIBILITIES

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. GENERAL

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.

12.3 Service based out of the US provided to Customer 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. Services based out of Canada provided to Customer shall be governed by the laws of the Province of British Columbia, and exclusive jurisdiction for any legal proceeding regarding this agreement shall be in Vancouver, British Columbia. In the event that Customer subscribes to services based out of both US and Canada, services will 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.

Software License Transfer Agreement

InsynQ agrees to supply its application hosting services (Services) to the Customer. Customer warrants that all software licensing provided on a Bring Your Own License basis is current, valid and paid for, and that the Customer is in compliance with the terms and agreements required by each software vendor. Improper licensing or license piracy may result in the software vendor pursuing legal action and in InsynQ terminating the Customer's hosting Services and all data associated.

YOU AGREE

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: 07/17/2014


Microsoft Software is © Microsoft, Inc.  All Rights Reserved.  Microsoft Software is hosted by InsynQ  Inc. under license by Microsoft, Inc. InsynQ is not affiliated with or endorsed by Microsoft, Inc.

QuickBooks Software is © Intuit, Inc.  All rights reserved.  QuickBooks Software is hosted by InsynQ, Inc. under license from Intuit. InsynQ is not affiliated with or endorsed by Intuit, Inc.

Sage ACT! Software is © Sage, Inc.  All Rights Reserved.  Sage ACT! Software is hosted by InsynQ, Inc. with authorization by Sage North America. InsynQ is not affiliated with or endorsed by Sage, Inc.

InsynQ is solely responsible for the provision of all InsynQ services offered on this website.