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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 can adjust
the retention policy for files
up to 60-days total.
A
written .PDF Tutorial is
available on our website located
here:
Adjusting Default File Retention
Settings
CPA Secure customers requiring a
more extended retention period
than 60-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
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