Terms of Use
cpawebtechnologies's primary objective is to value and support our customers wherever, whenever and however possible. Our management and staff will provide the highest level of attention and dedication to all of our customers.
This Web Hosting Agreement (this "Agreement") is between cpawebtechnologies, a limited liability company formed under the laws of the State of New Jersey with its principal office at X, Teaneck, New Jersey and the person (individual or legal person) whose signs cpawebtechnologies, LLC's service order and set up form (the "Order") incorporating this Agreement by reference ("Customer"). This Agreement governs Customer's use of cpawebtechnologies, LLC's Web Site Design and general content and applications service.
This Agreement is effective on February 10, 2009, for current users, and upon acceptance for new users.
1. General Services.
Subject to the terms of this Agreement, and contingent on Customer's satisfaction of cpawebtechnologies's credit approval requirements, cpawebtechnologies agrees to provide website design and content services for accountants described in the Order for the fees stated in the Order.
cpawebtechnologies for the Services purchased (the "Agreed Usage") and is additionally subject to normal usage guidelines established by cpawebtechnologies as in effect from time to time. These allotments are optimized and dedicated towards serving the Content and Customer's electronic mail services related solely to Customer's website hosting account(s) with cpawebtechnologies.
Hosting space is intended for website content to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.
2. Use of Services
2.1. CPU Usage. Customer agrees that customer shall not use excessive amounts of CPU processing on any of cpawebtechnologies 's servers. Any violation of this policy may result in corrective action by cpawebtechnologies, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in cpawebtechnologies 's sole and absolute discretion. If cpawebtechnologies takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
2.2. Background Processes. Background process [that is, application or utilities that are started from within an interactive shell login, and set to run permanently in the background on a server are not to be initiated without prior arrangement with use. We reserve the right to examine all code before it is run on the server. Running of background processes without prior arrangement in and confirmation in writing from cpawebtechnologies is server abuse.
2.3. Prohibition of Offensive Behavior. Racist, intolerant, "hate", defamatory, "stalking", invitations to fight, threatening or any communication of any nature that we decide, in our sole discretion, as being improper, will result in service termination without prior notice.
3.4. Server Abuse. Any incident of server abuse is grounds for immediate and unconditional account termination. Common examples of abusive practices are listed below and cpawebtechnologies reserves the right of interpretation as to what constitutes abusive practices. In short - if you are unsure that your actions may be perceived as an abuse of service, contact cpawebtechnologies directly to check with us before proceeding. (i) cpawebtechnologies reserves the right to financially penalize any customer violating this agreement. The amount the customer is penalized is determined by cpawebtechnologies. The customer agrees to pay all financial penalties placed by cpawebtechnologies in full and within 30 days.
3.5. Email Abuse. Unsolicited Commercial Email ['Spam'] is implicitly forbidden. This is considered server abused and is grounds for immediate termination.
3.6. Hacking / Denial of Service. Network activity that constitutes an attack on any internet host from a cpawebtechnologies is grounds for immediate termination of likely prosecution.
3.7. Hacking Content. Client/Firm Portal modules, Website Designs, Financial Guides, Financial and Tax Calculators, Frequently Asked Questions, Service Pages, Daily and Monthly Newsletters, Tax Center Guides, Online Accounting System and other content and information provided by cpawebtechnologies are protected by various US and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements.
3.8. Affecting Access and Creating Interference. Most of the information on the Network and Sites is updated on a real-time basis and is proprietary or is licensed to cpawebtechnologies by third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Network or Sites for any purpose without our express written permission.
In additionally, you agree that you will not:
Web Content is to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.
3.9. Intellectual Property Provisions. All content provided within or via this site is protected by various US and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements. No intellectual property of any nature contained within or via this Site may be copied, published, reverse engineered, decompiled, exchanged, traded, or broadcast in any way without the written permission of the content owner.
Promotion Codes and Offers.
4.1. Promotion Codes. Only one promotion can be used when ordering. Multiple promotions cannot be combined together and used together. Only one promotion per paying account. cpawebtechnologies reserves the right to refuse a promotion to a customer. (i) cpawebtechnologies reserves the right to revoke a promotion already being used or a new promotion introduced with or without prior notice. (ii) cpawebtechnologies reserves the right to reduce the advertised time of the promotion running time with or without prior notice
4.2. Free trial. The first 70 days upon request and activation of service will be considered a Free Trial period, free of charge so customers will not be charged during free trial period. On the day after the free trial period, the first monthly charge will occur unless previous cancellation from customer is received via e-mail.
5. Support Restrictions
5.1. Domain Names. Problems with domain names/DNS issues are NOT directly the responsibility of cpawebtechnologies. DNS is a cooperative system and works solely because the parties involved in running the system agree to cooperate in the furtherance of the DNS/domain system. We will do our best to isolate the source of the problem at hand, however unless this source is hardware directly under the control of cpawebtechnologies, then the task of acquiring a solution will fall back into your hands. cpawebtechnologies will advise when requested, but rarely intermediate in domain issues not directly related to the operation of one of our DNS servers.
6. Term.
No contract, we will operate on a monthly basis. The initial service term of the Agreement shall begin on the date that cpawebtechnologies generates an e-mail message to Customer announcing the activation of the Customer's account (the "Service Commencement Date"), (the "Initial Term") and shall continue on a monthly basis (calendar month) Upon expiration of the Initial Term, which is the first month and pro-rated days as applicable, this Agreement shall automatically renew on monthly basis as of the first of each month and therefore expiring at the end of each month (calendar month).
7. Payments.
(a) Fees.
Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be a calendar month as indicated on the Order. After the 60 days free trial the first service fee shall include a prorated portion of the monthly fee for the partial month of service plus the fee for the first full billing cycle. cpawebtechnologies may require payment in full of the first fee before beginning service, when applicable. If the Order provides for credit/debit card billing, Customer authorizes cpawebtechnologies to bill subsequent fees to the credit/debit card on or after the first day of each billing cycle during the Term of this Agreement.
Payments must be made in United States dollars. Customer is responsible for providing cpawebtechnologies with changes to billing information (such as credit card expiration, change in billing address) at its option, cpawebtechnologies may accrue charges to be made to a credit/debit card until such charges exceed $10.00. cpawebtechnologies may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. cpawebtechnologies may suspend the service without notice if payment for the service is overdue. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. Customer agrees to pay cpawebtechnologies's reasonable reinstatement fee following a suspension of service for non-payment, and to pay cpawebtechnologies's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
(b) Fee Increases.
cpawebtechnologies may increase its fees for services effective the first day of the following month by giving notice to Customer of the new fees at least thirty (30) days prior to the beginning of the of the following month or Renewal Term, and if Customer does not give a notice of non-renewal, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms.
(c) Taxes.
At cpawebtechnologies's request Customer shall remit to cpawebtechnologies all sales, or similar tax imposed on the provision of the services (but not in the nature of an income tax on cpawebtechnologies, LLC); regardless of whether cpawebtechnologies fails to collect the tax at the time the related services are provided.
(d) Early Termination. Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the month, or Renewal Term, as applicable. In the event cpawebtechnologies terminates the Agreement for Customer's breach of the Agreement in accordance with Section 8 (Termination), or Customer terminates the service other than in accordance with Section 8 (Termination) for cpawebtechnologies's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.
8. Cancellation of Services
If you have paid monthly for your account but cancel while having unused months or days, the remaining unused amounts will not be refunded. Customer must give a notice of non-renewal at least seven (7) days before the end of month.
9. Law/AUP.
Customer agrees to use the service in compliance with applicable law and cpawebtechnologies's Acceptable Use Policy posted at http://www.cpawebtechnologies.com (the "AUP"), which is hereby incorporated by reference in this Agreement. Customer agrees that cpawebtechnologies may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of cpawebtechnologies's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with cpawebtechnologies reasonable investigation of any suspected violation of the AUP. In the event of a dispute between cpawebtechnologies and Customer regarding the interpretation of the AUP, cpawebtechnologies's commercially reasonable interpretation of the AUP shall govern.
10. Customer Information.
Customer represents and warrants to cpawebtechnologies that the information he, she or it has provided and will provide to cpawebtechnologies for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to cpawebtechnologies that he or she is at least 18 years of age. cpawebtechnologies may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.
11. Indemnification.
Customer agrees to indemnify and hold harmless cpawebtechnologies, cpawebtechnologies's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.
12. Disclaimer of Warranties.
CPAWEBTECHNOLOGIES LLC DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW CPAWEBTECHNOLOGIES DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
13. Limitation of Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF cpawebtechnologies AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
14. Access and Interference
Most of the information on the Network and Sites is updated on a real-time basis and is proprietary or is licensed to cpawebtechnologies by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Network or Sites for any purpose without our express written permission.
In additionally, you agree that you will not:
(a) Suspension of Service.
Customer agrees that cpawebtechnologies may suspend services to Customer without notice and without liability if: (i) cpawebtechnologies reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) cpawebtechnologies reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay cpawebtechnologies's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
(b) Termination.
The Agreement may be terminated by Customer prior to the expiration of the Initial Term, or any Renewal Term or month without further notice and without liability if cpawebtechnologies fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The Agreement may be terminated by cpawebtechnologies prior to the expiration of the Initial Term, month or any Renewal Term or month without further notice and without liability as follows: (i) upon ten (7) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within one (1) day of a written notice from cpawebtechnologies describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer's Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
16. Requests for Customer Information.
Customer agrees that cpawebtechnologies may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that cpawebtechnologies believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
17. Back Up Copy.
Customer agrees to maintain a current copy of all content hosted by cpawebtechnologies notwithstanding any agreement by cpawebtechnologies to provide back-up services. cpawebtechnologies backs up data for its own use and disaster recovery. The customer is encouraged to make their own backups. We do not make any guarantees on the integrity and reliability of the backups.
18. Data Integrity.
The subscriber is responsible for keeping a complete and current copy of their website files changes done by customer as a backup on a remote system (not solely on cpawebtechnologies's servers). cpawebtechnologies is NOT RESPONSIBLE for any lost files, information or data.
19. Changes to cpawebtechnologies's Network.
Upgrades and other changes in cpawebtechnologies's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. cpawebtechnologies reserves the right to change its network in its commercially reasonable discretion, and cpawebtechnologies shall not be liable for any resulting harm to Customer.
20. Notices.
Notices to cpawebtechnologies under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://www.cpawebtechnologies.com. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
21. Force Majeure.
cpawebtechnologies shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond cpawebtechnologies's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
22. Governing Law/Disputes.
The Agreement shall be governed by the laws of the State of New Jersey, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN NEWARK COUNTY, NEW JERSEY, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.
23. Property Rights.
cpawebtechnologies hereby grants to User a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use cpawebtechnologies technology, products and services solely for the purpose of accessing and using the Services only in regard to the accounting practice. Customer may not use cpawebtechnologies 's technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from cpawebtechnologies to Customer any cpawebtechnologies technology, and all rights, titles and interests in and to any cpawebtechnologies technology shall remain solely with cpawebtechnologies. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the cpawebtechnologies technologies.
24. Web Content.
The license use of the Web Content over any period of time gives you no rights other than those rights granted by this license. cpawebtechnologies reserves the right to add, delete or modify WebContent, as it deems appropriate. Customer will relinquish the license to use Web Content upon termination of its subscription to cpawebtechnologies.
Web Content is to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.
25. Miscellaneous.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer's purchase order or other business forms are not binding on cpawebtechnologies unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without cpawebtechnologies's prior written consent. cpawebtechnologies's approval for assignment is contingent on the assignee meeting cpawebtechnologies's credit approval criteria. cpawebtechnologies may assign the Agreement in whole or in part.
This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.
This Web Hosting Agreement (this "Agreement") is between cpawebtechnologies, a limited liability company formed under the laws of the State of New Jersey with its principal office at X, Teaneck, New Jersey and the person (individual or legal person) whose signs cpawebtechnologies, LLC's service order and set up form (the "Order") incorporating this Agreement by reference ("Customer"). This Agreement governs Customer's use of cpawebtechnologies, LLC's Web Site Design and general content and applications service.
This Agreement is effective on February 10, 2009, for current users, and upon acceptance for new users.
1. General Services.
Subject to the terms of this Agreement, and contingent on Customer's satisfaction of cpawebtechnologies's credit approval requirements, cpawebtechnologies agrees to provide website design and content services for accountants described in the Order for the fees stated in the Order.
cpawebtechnologies for the Services purchased (the "Agreed Usage") and is additionally subject to normal usage guidelines established by cpawebtechnologies as in effect from time to time. These allotments are optimized and dedicated towards serving the Content and Customer's electronic mail services related solely to Customer's website hosting account(s) with cpawebtechnologies.
Hosting space is intended for website content to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.
2. Use of Services
2.1. CPU Usage. Customer agrees that customer shall not use excessive amounts of CPU processing on any of cpawebtechnologies 's servers. Any violation of this policy may result in corrective action by cpawebtechnologies, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in cpawebtechnologies 's sole and absolute discretion. If cpawebtechnologies takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
2.2. Background Processes. Background process [that is, application or utilities that are started from within an interactive shell login, and set to run permanently in the background on a server are not to be initiated without prior arrangement with use. We reserve the right to examine all code before it is run on the server. Running of background processes without prior arrangement in and confirmation in writing from cpawebtechnologies is server abuse.
2.3. Prohibition of Offensive Behavior. Racist, intolerant, "hate", defamatory, "stalking", invitations to fight, threatening or any communication of any nature that we decide, in our sole discretion, as being improper, will result in service termination without prior notice.
3.4. Server Abuse. Any incident of server abuse is grounds for immediate and unconditional account termination. Common examples of abusive practices are listed below and cpawebtechnologies reserves the right of interpretation as to what constitutes abusive practices. In short - if you are unsure that your actions may be perceived as an abuse of service, contact cpawebtechnologies directly to check with us before proceeding. (i) cpawebtechnologies reserves the right to financially penalize any customer violating this agreement. The amount the customer is penalized is determined by cpawebtechnologies. The customer agrees to pay all financial penalties placed by cpawebtechnologies in full and within 30 days.
3.5. Email Abuse. Unsolicited Commercial Email ['Spam'] is implicitly forbidden. This is considered server abused and is grounds for immediate termination.
3.6. Hacking / Denial of Service. Network activity that constitutes an attack on any internet host from a cpawebtechnologies is grounds for immediate termination of likely prosecution.
3.7. Hacking Content. Client/Firm Portal modules, Website Designs, Financial Guides, Financial and Tax Calculators, Frequently Asked Questions, Service Pages, Daily and Monthly Newsletters, Tax Center Guides, Online Accounting System and other content and information provided by cpawebtechnologies are protected by various US and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements.
3.8. Affecting Access and Creating Interference. Most of the information on the Network and Sites is updated on a real-time basis and is proprietary or is licensed to cpawebtechnologies by third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Network or Sites for any purpose without our express written permission.
In additionally, you agree that you will not:
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Sites without the prior expressed written permission of cpawebtechnologies;
- interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or
- bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites.
- or reproducing them in any form other than for personal use by Customer or Customers's clients is strictly prohibited.
Web Content is to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.
3.9. Intellectual Property Provisions. All content provided within or via this site is protected by various US and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements. No intellectual property of any nature contained within or via this Site may be copied, published, reverse engineered, decompiled, exchanged, traded, or broadcast in any way without the written permission of the content owner.
Promotion Codes and Offers.
4.1. Promotion Codes. Only one promotion can be used when ordering. Multiple promotions cannot be combined together and used together. Only one promotion per paying account. cpawebtechnologies reserves the right to refuse a promotion to a customer. (i) cpawebtechnologies reserves the right to revoke a promotion already being used or a new promotion introduced with or without prior notice. (ii) cpawebtechnologies reserves the right to reduce the advertised time of the promotion running time with or without prior notice
4.2. Free trial. The first 70 days upon request and activation of service will be considered a Free Trial period, free of charge so customers will not be charged during free trial period. On the day after the free trial period, the first monthly charge will occur unless previous cancellation from customer is received via e-mail.
5. Support Restrictions
5.1. Domain Names. Problems with domain names/DNS issues are NOT directly the responsibility of cpawebtechnologies. DNS is a cooperative system and works solely because the parties involved in running the system agree to cooperate in the furtherance of the DNS/domain system. We will do our best to isolate the source of the problem at hand, however unless this source is hardware directly under the control of cpawebtechnologies, then the task of acquiring a solution will fall back into your hands. cpawebtechnologies will advise when requested, but rarely intermediate in domain issues not directly related to the operation of one of our DNS servers.
6. Term.
No contract, we will operate on a monthly basis. The initial service term of the Agreement shall begin on the date that cpawebtechnologies generates an e-mail message to Customer announcing the activation of the Customer's account (the "Service Commencement Date"), (the "Initial Term") and shall continue on a monthly basis (calendar month) Upon expiration of the Initial Term, which is the first month and pro-rated days as applicable, this Agreement shall automatically renew on monthly basis as of the first of each month and therefore expiring at the end of each month (calendar month).
7. Payments.
(a) Fees.
Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be a calendar month as indicated on the Order. After the 60 days free trial the first service fee shall include a prorated portion of the monthly fee for the partial month of service plus the fee for the first full billing cycle. cpawebtechnologies may require payment in full of the first fee before beginning service, when applicable. If the Order provides for credit/debit card billing, Customer authorizes cpawebtechnologies to bill subsequent fees to the credit/debit card on or after the first day of each billing cycle during the Term of this Agreement.
Payments must be made in United States dollars. Customer is responsible for providing cpawebtechnologies with changes to billing information (such as credit card expiration, change in billing address) at its option, cpawebtechnologies may accrue charges to be made to a credit/debit card until such charges exceed $10.00. cpawebtechnologies may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. cpawebtechnologies may suspend the service without notice if payment for the service is overdue. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. Customer agrees to pay cpawebtechnologies's reasonable reinstatement fee following a suspension of service for non-payment, and to pay cpawebtechnologies's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
(b) Fee Increases.
cpawebtechnologies may increase its fees for services effective the first day of the following month by giving notice to Customer of the new fees at least thirty (30) days prior to the beginning of the of the following month or Renewal Term, and if Customer does not give a notice of non-renewal, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms.
(c) Taxes.
At cpawebtechnologies's request Customer shall remit to cpawebtechnologies all sales, or similar tax imposed on the provision of the services (but not in the nature of an income tax on cpawebtechnologies, LLC); regardless of whether cpawebtechnologies fails to collect the tax at the time the related services are provided.
(d) Early Termination. Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the month, or Renewal Term, as applicable. In the event cpawebtechnologies terminates the Agreement for Customer's breach of the Agreement in accordance with Section 8 (Termination), or Customer terminates the service other than in accordance with Section 8 (Termination) for cpawebtechnologies's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.
8. Cancellation of Services
If you have paid monthly for your account but cancel while having unused months or days, the remaining unused amounts will not be refunded. Customer must give a notice of non-renewal at least seven (7) days before the end of month.
9. Law/AUP.
Customer agrees to use the service in compliance with applicable law and cpawebtechnologies's Acceptable Use Policy posted at http://www.cpawebtechnologies.com (the "AUP"), which is hereby incorporated by reference in this Agreement. Customer agrees that cpawebtechnologies may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of cpawebtechnologies's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with cpawebtechnologies reasonable investigation of any suspected violation of the AUP. In the event of a dispute between cpawebtechnologies and Customer regarding the interpretation of the AUP, cpawebtechnologies's commercially reasonable interpretation of the AUP shall govern.
10. Customer Information.
Customer represents and warrants to cpawebtechnologies that the information he, she or it has provided and will provide to cpawebtechnologies for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to cpawebtechnologies that he or she is at least 18 years of age. cpawebtechnologies may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.
11. Indemnification.
Customer agrees to indemnify and hold harmless cpawebtechnologies, cpawebtechnologies's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.
12. Disclaimer of Warranties.
CPAWEBTECHNOLOGIES LLC DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW CPAWEBTECHNOLOGIES DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
13. Limitation of Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF cpawebtechnologies AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
14. Access and Interference
Most of the information on the Network and Sites is updated on a real-time basis and is proprietary or is licensed to cpawebtechnologies by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Network or Sites for any purpose without our express written permission.
In additionally, you agree that you will not:
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Sites without the prior expressed written permission of cpawebtechnologies;
- interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or
- bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites.
- or reproducing them in any form other than for personal use by Customer or Customers's clients is strictly prohibited.
(a) Suspension of Service.
Customer agrees that cpawebtechnologies may suspend services to Customer without notice and without liability if: (i) cpawebtechnologies reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) cpawebtechnologies reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay cpawebtechnologies's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
(b) Termination.
The Agreement may be terminated by Customer prior to the expiration of the Initial Term, or any Renewal Term or month without further notice and without liability if cpawebtechnologies fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The Agreement may be terminated by cpawebtechnologies prior to the expiration of the Initial Term, month or any Renewal Term or month without further notice and without liability as follows: (i) upon ten (7) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within one (1) day of a written notice from cpawebtechnologies describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer's Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
16. Requests for Customer Information.
Customer agrees that cpawebtechnologies may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that cpawebtechnologies believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
17. Back Up Copy.
Customer agrees to maintain a current copy of all content hosted by cpawebtechnologies notwithstanding any agreement by cpawebtechnologies to provide back-up services. cpawebtechnologies backs up data for its own use and disaster recovery. The customer is encouraged to make their own backups. We do not make any guarantees on the integrity and reliability of the backups.
18. Data Integrity.
The subscriber is responsible for keeping a complete and current copy of their website files changes done by customer as a backup on a remote system (not solely on cpawebtechnologies's servers). cpawebtechnologies is NOT RESPONSIBLE for any lost files, information or data.
19. Changes to cpawebtechnologies's Network.
Upgrades and other changes in cpawebtechnologies's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. cpawebtechnologies reserves the right to change its network in its commercially reasonable discretion, and cpawebtechnologies shall not be liable for any resulting harm to Customer.
20. Notices.
Notices to cpawebtechnologies under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://www.cpawebtechnologies.com. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
21. Force Majeure.
cpawebtechnologies shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond cpawebtechnologies's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
22. Governing Law/Disputes.
The Agreement shall be governed by the laws of the State of New Jersey, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN NEWARK COUNTY, NEW JERSEY, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.
23. Property Rights.
cpawebtechnologies hereby grants to User a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use cpawebtechnologies technology, products and services solely for the purpose of accessing and using the Services only in regard to the accounting practice. Customer may not use cpawebtechnologies 's technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from cpawebtechnologies to Customer any cpawebtechnologies technology, and all rights, titles and interests in and to any cpawebtechnologies technology shall remain solely with cpawebtechnologies. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the cpawebtechnologies technologies.
24. Web Content.
The license use of the Web Content over any period of time gives you no rights other than those rights granted by this license. cpawebtechnologies reserves the right to add, delete or modify WebContent, as it deems appropriate. Customer will relinquish the license to use Web Content upon termination of its subscription to cpawebtechnologies.
Web Content is to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.
25. Miscellaneous.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer's purchase order or other business forms are not binding on cpawebtechnologies unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without cpawebtechnologies's prior written consent. cpawebtechnologies's approval for assignment is contingent on the assignee meeting cpawebtechnologies's credit approval criteria. cpawebtechnologies may assign the Agreement in whole or in part.
This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.
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January 12, 2011
Lorem Ipsum is simply dummy text of the printing and typesetting industry.
January 12, 2011
Lorem Ipsum is simply dummy text of the printing and typesetting industry.
January 12, 2011
Lorem Ipsum is simply dummy text of the printing and typesetting industry.
January 12, 2011
Lorem Ipsum is simply dummy text of the printing and typesetting industry.
January 12, 2011
Lorem Ipsum is simply dummy text of the printing and typesetting industry.
January 12, 2011
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