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CPA Secure Terms of Service

 

This agreement (this “Agreement”) between Hughes Computer Services, Inc. (“CPA Secure”) and Customer governs provision of CPA Secure’s Internet service (the “Service”). This Agreement is effective as of the moment Customer (a) indicates assent through the CPA Secure Website Order Processing or (b) establishes an account with CPA Secure or uses the Service or any element thereof. CPA Secure may revise this Agreement from time to time by posting a new version hereof on the CPA Secure Website, and if Customer signed up for the Service under a previous version, such revised terms will become effective thirty (30) days after the Posted/Revised date listed above (“New Effective Date”). Continued use of the Service after the New Effective Date constitutes acceptance of such revisions to this Agreement.

 

1. The Service.

(a) The Service includes the features and restrictions set forth in the quotation or the service plan purchased by Customer (the “Plan”). Customer agrees to the following terms and conditions regarding the term and termination of this Agreement and regarding billing cycles for each of the following Plans (in addition to such other provisions as the Plan may include):

 

(b) Term Contract Plan: Customer will pay annually, but may terminate for convenience only at the end of the Service Period, one (1) year, with written notice at least thirty (30) days’ prior to end of Service Period. Annual renewal payments for subsequent years are billed on the 5th of the month the customer originally activated their CPA Secure service. CPA Secure is not obligated to refund any payments in the event of such termination and the remainder of monthly payments to the end of the Service Period, if any, are immediately due. If not terminated, the Term Contract Plan renews at the end of the Service Period as a Term Contract Plan for a new Service Period of the same duration and pricing except as provided for in Section 2b of this agreement. Customer will retain records of the terms and conditions of their Plan for future reference. CPA Secure may change Plan prices or add or delete Plan features or restrictions at any time, and such changes will become effective at the end of the Service Period for Term Contract Plans. In the event of any conflict between the terms of any Plan and the terms of this Agreement, the terms of this Agreement will govern.

 

(c) In the event that Customer is dissatisfied with the Service, including without limitation any new feature or restriction, Customer’s sole remedy will be termination of this Agreement pursuant to the provisions of Subsection 1(b) above and Section 3 below.

 

2. Fees.

(a) Customer will pay CPA Secure in advance for provision of the Service pursuant to the requirements of Customer’s Plan. Customer is responsible for monitoring storage, bandwidth utilization, and number of sub-user accounts specific to Customer’s Plan. 

 

(b) Any Customer subscribing to CPA Secure's services under a promotional program, as in, "Tax Season Special" shall be charged the full 12-Month term in advance at the discounted rate advertised.  All promotional services pricing are subject to auto renewal billing as provided in Section 1b of this agreement.  Billing for services will return to regular rates after the promotional period has ended and will be billed at the regular plan rate for 12-month term increments.  Example:  If the customer signs up for a promotional Gold Plan, their services will renew after the promotional period at the current Gold Plan rate.  It will be the sole responsibility of the Customer to make a written request to terminate their respective services within 30-days of the promotional expiration.  After the renewal, any service cancellation shall not be possible until the following renewal period and written notice of cancellation must be submitted within 30-days prior to the following renewal period.

 

(c) Invoices are issued by e-mail as a courtesy; Customer will maintain awareness of its usage levels and the fees it owes CPA Secure and will pay them when due. All invoices are due upon their date of issuance and will be considered overdue if not paid on that day.  Any payment not paid when due will, at CPA Secure’s option, be charged a late fee of $30.00 per month, starting on the first day after any payment is due. Such late fees are intended to defray CPA Secure’s costs resulting from late payments and will constitute liquidated damages. The parties agree that such liquidated damages are reasonable in light of the harm delay will cause and the difficulties of proof of loss and the inconvenience and unfeasibility of otherwise obtaining an adequate remedy. None of the remedies listed in this subsection is exclusive of other remedies.

 

(d) Customer will keep a valid credit card on file with CPA Secure and a valid e-mail address to which all billing correspondence and receipts will be automatically sent. Customer will update credit card information as necessary.  When paying by credit card, Customer will be charged on the account due date, and CPA Secure may interrupt Service if a charge attempt is denied. If a charge attempt is denied, CPA Secure may levy a $9.99 declined credit card fee for each unsuccessful attempt. Customer hereby authorizes CPA Secure to retry said credit card as often as it deems necessary while the account is past due.

 

(e) CPA Secure is not required to issue refunds or credits except as explicitly specified in this Agreement.

 

(f)  CPA Secure is committed to providing the most robust and secure file transfer service available at the most affordable price possible.  CPA Secure pricing is dictated by the costs associated with providing our customers storage, bandwidth and high-availability of our services.  As such, CPA Secure reserves the right to adjust pricing when necessary for the continued operation of said services.  Website pricing for new accounts maybe made at anytime without prior notice.  Existing customers shall receive email notification of intent to increase service fees 30-days prior to the increase.  CPA Secure will send this notification to the email address provided at original sign-up.  Any cost increase to the customer shall occur at their next annual renewal date. 

 

3. Term & Termination.

(a) This Agreement will continue until terminated by either party pursuant to the procedures set forth herein.

 

(b) Customer may terminate this Agreement for convenience pursuant to the provisions of its Plan outlined in section 1(b) above; provided that Customer will provide the required notice of termination through e-mail to sales@CPASecure.com.  Acceptable alternatives are info@CPASecure.com, support@CPASecure.com.  Cancellation by telephone call is not acceptable and those that call will immediately be asked to send an e-mail.

 

(c)  CPA Secure may terminate this Agreement for convenience on thirty (30) days' notice prior to the end of the Service Period.

 

(d) In the event of any breach of this Agreement, including without limitation any breach of the provisions of Section 4 (Acceptable Use) or of the payment obligations set forth in Section 2, CPA Secure may terminate the Services, any portion thereof, or this Agreement, immediately and without advanced notice. CPA Secure is not required to return any data or personal property to Customer after such termination, or to refund any fees paid or prepaid.

 

4. Acceptable Use.

(a) Customer asserts that it has read CPA Secure’s Acceptable Use Policy (“AUP”). The AUP is currently posted at http://www.CPASecure.com/aup.html. Customer will adhere to the AUP and will not allow the Services or CPA Secure equipment to be used for activities prohibited by such policies. CPA Secure may revise the AUP from time to time by posting a new version thereof on the CPA Secure Website, and Customer is responsible for awareness of such revisions. In the event of any conflict between the AUP and this Agreement, this Agreement will govern.

 

(b) Without limiting the generality of the foregoing, in its use of the Service or the CPA Secure equipment, Customer will not: (i) perpetrate any security breach, network attack, act of hacking, or distribution of any virus, worm, or other harmful code; (ii) perpetrate any fraud, intellectual property infringement, or act of child pornography; (iii) disseminate or post any material or information that is or may be threatening, libelous, obscene, harassing, or offensive; (iv) threaten or harass any CPA Secure employee, agent, or representative by telephone, in person, or through any other means of communication; (v) perpetrate any crime or other illegal activity; (vi) tamper with other CPA Secure accounts, commit unauthorized intrusion into any part of CPA Secure’s system, or access any CPA Secure system not included in Customer’s Plan; (vii) scan CPA Secures’ or any other network; (viii) use the Service for password cracking, for defrauding others into releasing passwords, for denial-of-service attacks (including without limitation the sending of packets with an unauthorized packet size), for UDP flooding, for ping-flooding, for half-open TCP connection flooding, or for any other unauthorized intrusion on a third party service or system, whether or not the intrusion results in loss or corruption of data; (xii) use programs, scripts, or commands or send messages with the intent to interfere with a user’s terminal session; or (ix) use the Services or the network to collect replies of messages sent from another provider which violate the rules of this Agreement or those of the originating provider. Customer will not permit any third party to use the Service or CPA Secure equipment for any of the activities prohibited by this subsection.

 

(c) Customer will reimburse CPA Secure for any expenses it incurs as a result of violation of the AUP or of the terms of this Section 4. In the event that CPA Secure investigates any such suspected violation as a result of third party requests or demands from government or law enforcement agencies, Customer will pay CPA Secure an investigation fee, even if such investigation determines that no violation took place. In the event that CPA Secure investigates on its own initiative and discovers conduct it reasonably considers a violation, Customer will pay CPA Secure an investigation fee. Investigation fees include a charge of $99.00 per person-hour for CPA Secure staff and reimbursement for any costs of outside attorneys. CPA Secure may require payment of such fees by wire transfer.

 

(d) Customer is responsible for preventing AUP violations and other violations of the terms of this Section 4 and this Agreement by hackers and other third parties. Third party violations, including sub-user violations of the provisions of this Section will be considered violations by Customer.

 

(e) CPA Secure has no obligation to monitor the Services but may do so and may disclose information regarding use of the Services for reasons, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; or to protect itself and its customers. CPA Secure may grant law enforcement agencies access to its equipment to monitor Customer’s use of the Service.

 

(f)  CPA Secure services are designed and intended to be used exclusively by persons or organizations operating in a professional accounting or bookkeeping capacity.  CPA Secure reserves the right to suspend or terminate any account that attempts to utilize CPA Secure services for non-accounting, non-bookkeeping related services.

 

5. Ownership of Data, Software, Hardware, and IP Addresses.

All software, hardware and Internet protocol (“IP”) addresses provided by CPA Secure are licensed to Customer and remain CPA Secures’ sole and exclusive property.

 

6. Maintenance, Security, & Service Interruption.

(a) CPA Secure may interrupt Service to perform maintenance. CPA Secure will exercise reasonable efforts (i) to inform Customer before interrupting Service and (ii) to repair the system promptly.

 

(b) Customer is responsible for maintaining security, for maintaining patches and disaster recovery systems, and for maintaining backups. Customer agrees that CPA Secure IS NOT an online backup service and CPA Secure does not encourage the use of CPA Secure Services for backup purposes.  CPA Secure is not responsible for providing physical access to or copies of the software, data, or content stored on the system under any circumstances and is not required to provide network access (i) after any termination or suspension of Customer’s account or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by Customer, or other interruption of network access not resulting from CPA Secure’s fault.

 

(c) Notwithstanding any provision to the contrary elsewhere in this Agreement, CPA Secure may immediately and without notice terminate this Agreement, suspend Service, or remove Customer’s material or information from CPA Secure’s equipment, in whole or in part, in the event of a violation or suspected violation of the terms of Section 4 (Acceptable Use), including without limitation in the event that CPA Secure receives a notice or claim that Customer’s use of the Service infringes or violates third party rights. CPA Secure may require that Customer pay the investigation fees referred to in Section 4(c) before CPA Secure provides additional Service to Customer after such suspension or removal of materials and may require that customer prepay investigation fees, additional attorneys’ fees, or other costs likely to be incurred as a result of provision of continued Service.

 

(d) In the event that Customer’s use of the Service causes a denial of service or in any other way injures the functioning of services CPA Secure provides to other customers, CPA Secure may interrupt Service or permanently disable it, even if such denial of service or injury occurred through no fault of Customer’s.

 

(e) CPA Secure will not be liable for service interruptions, including without limitation interruptions executed in order to investigate suspected violations of Section 4 (Acceptable Use), whether or not such violations occurred.

 

(f) Customer will promptly report any Service failures to CPA Secure via email at support@CPASecure.com. Customer recognizes that any expenses it incurs for System diagnosis or repair, including without limitation expenses for outside consultants, are nonrefundable unless approved in writing for refund in advance by CPA Secure.

 

7. File Retention Policy.

 

(a) For security purposes, CPA Secure operates with a Default File Retention Policy of 30-days.  A file that has been uploaded to the system is given "New File" status.  After the file has been successfully downloaded the file is then moved to "Old File" status.  Files that have been uploaded by either Clients or Accountants will be deleted from the system after 30-days.  "New Files" that have been uploaded to the system will remain in "New File" status for up to 30-days, at which time the system will automatically set the new "un-downloaded" files to "Old File" status in which the file will remain on the system for 1-additional day. 

 

(b)  Tax Season File Retention Policy -

i)  During the Tax Season, all file retention policies are suspended from January 1st - May 15th each year.  This is intended to assist accountants and firms exchange data throughout their busy season with clients while minimizing the risk of file being removed from the system before a client has logged in to download their data.  Any files that have been uploaded to the system, by client or accountant, during tax season will remain on the system unless otherwise deleted by an Accountant/Admin.  On the day of May 15th, the file retention policies will be reactivated and any file that have existed on the system for 30 or more days will be removed from the system during that evenings secure file removal routines.

 

(c)  Adjusting the default file retention policy is possible by the CPA Secure customer, but this retention period adjustment is the responsibility of an Accountant/Admin within the CPA Secure group using the system.  Changes to the default retention policy needs to be adjusted on any folder where this default file retention policy needs to be adjusted.  While CPA Secure offers unlimited upload size and storage, the term "unlimited" is based on the default File Retention Policy.

 

CPA Secure customers requiring a more extended retention period than 30-days can contact CPA Secure for "Long Term Storage" pricing add-ons.

 

8. Privacy Policy.

(a) Customer asserts that it has read CPA Secure’s Privacy Policy. The CPA Secure Privacy Policy is currently posted at http://www.cpasecure.com/index-6.html. CPA Secure may revise the Privacy Policy from time to time by posting a new version thereof on the CPA Secure Website, and Customer is responsible for awareness of such revisions. In the event of any conflict between the Privacy Policy and this Agreement, this Agreement will govern.

 

9. Disclaimers and Warranties.

(a) THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CPA SECURE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. CPA SECURE MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE PROVIDED BY CPA SECURE OR ANY OF ITS REPRESENTATIVES WILL CREATE A WARRANTY.

 

(b) CPA SECURE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF CPA SECURE WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. CPA SECURE ’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES BILLED TO CUSTOMER DURING THE TWELVE (6) MONTHS PRECEDING THE CLAIM.

 

(c) CPA SECURE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM: (i) OTHER CPA SECURE CUSTOMERS OR THIRD PARTIES ACCESSING CUSTOMER’S DATA OR ASSIGNED COMPUTERS;; (ii) DENIAL OF SERVICE ATTACKS; (iii) CUSTOMER’S RELIANCE ON OR USE OF THE EQUIPMENT OR SERVICE; (iv) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR OTHER FAILURES OF PERFORMANCE OF THE EQUIPMENT OR SERVICE; (v) THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE; OR (vi) LOSS OF DATA OR LOSS OF ACCESS TO DATA.

 

(d) CPA SECURE’S LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION AND IN THIS AGREEMENT APPLY EQUALLY TO CPA SECURE ’S OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUPPLIERS, SUBSIDIARIES, PARENTS, AND AFFILIATED COMPANIES.

 

10. Third Party Claims & Indemnity.

(a) Promptly after CPA Secure’s account creation, Customer will notify any third party, in writing, that CPA Secure is not responsible for (i) any content or materials posted on any Customer site or otherwise disseminated through Customer’s use of the Service or (ii) any use or abuse of the Service whatsoever by Customer or any third party.

 

(b) Customer will defend and indemnify CPA Secure (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from any third party claim arising out of or related to: (i) alleged Customer conduct that would breach this Agreement, including without limitation alleged infringement of third party intellectual property or privacy rights; (ii) Customer’s use, misuse, or failure to use the Service; and (iii) any action taken by CPA Secure as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, and costs, including without limitation attorneys’ fees.

 

11. Miscellaneous.

(a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of Washington without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of Washington to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of Spokane, Washington.

 

(b) No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy.

 

(c) If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired thereby.

 

(d) This Agreement, with any other instrument or document referenced herein, which are incorporated by this reference as though set forth in full, embodies the final, full, and exclusive statement of the agreement between the parties, and as of its date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to the subject-matter hereof.

 

(e) All written communications to Customer will be deemed delivered if sent to the contact information provided to CPA Secure at the time of order, unless Customer provides some alternate contact information in writing. All written communications to CPA Secure and all fees will be mailed to:

 

CPA Secure

2308 E. 57th Ave.

Spokane, WA. 99223

(509) 443-6916