Intulse Professional Service Agreement (PSA)
Document Last Modified: March 18th, 2024
Intulse endeavors to provide outstanding products and services to our clients. By accepting this PSA, you represent to Intulse, Ltd. (“Intulse”) that you understand the products and services we provide, and you deem them suitable for your organization.
Accepting the PSA
You accept each and every provision of the then-current PSA by using any of Intulse’s services or confirming an order for new service on https://sales.intulse.com (the “Sales Website”). If you do not agree, then do not confirm an order for new service on the Sales Website or use any of Intulse’s services.
By accepting the PSA, you affirm that you are an agent acting on behalf of your organization, and that you are authorized to bind your organization to the terms of the PSA. As used in this PSA, “you” includes you individually, as well as your organization.
Explanation of Service
This PSA pertains to the following products and services provided by Intulse (the “Services”):
- Voice-over-IP phone service
- The user software available at https://dashboard.intulse.com (collectively the “Intulse App”)
- The user software available on Google’s Play Store and Apple’s App Store labeled “Intulse App”
- The user software available at https://meet.intulse.com (collectively “Intulse Meetings”)
- The management software available at https://manage.intulse.com (collectively the “Intulse Account Center”)
- The application programmer interface available at https://api.intulse.com (collectively the “Intulse API”)
Intulse is not responsible for supporting hardware, software, networking, or technology that Intulse did not deliver, even if such malfunction interferes with your use of the Services. Intulse may deliver its Services with hardware or software provided by third party vendors and all relevant support or warranty for that hardware or software is solely obtained from those vendors.
Client Support
The Intulse support team can be contacted via the Intulse Account Center, email, and/or phone for support for our Services from Monday-Friday from 9 a.m. to 8 p.m. eastern time excluding holidays. Intulse does offer 24-hour emergency support via a voice message system. Your use of this emergency support for anything other than a service outage may be subject to a surcharge of $300 billable to you at Intulse’s sole discretion.
Intulse strives to respond to all requests for support within 8 business hours.
Service Availability
This PSA includes a guarantee of service availability commonly referred to as a service level agreement (“SLA”). Intulse will provide and maintain the Services described in this PSA such that they are available 99.9% of the time.
Service Availability Exclusions
This guarantee of service availability does not apply when:
- The problem has been caused by using equipment, software or service(s) in a way that is not recommended.
- The client has made unauthorized changes to the configuration or set up of the affected equipment, software or services.
- The client has prevented Intulse from performing required maintenance and update tasks.
- The issue has been caused by unsupported equipment, software or other services.
- The issue has been caused by infrastructure not supplied by Intulse. (e.g. internet connectivity interruptions)
- The issue is the result of circumstances that could be reasonably said to be beyond Intulse’s control. For instance: floods, war, acts of God and so on.
Service Availability Penalties / Credits
Uptime is measured using Intulse’s automated systems, over each calendar month. It is calculated to the nearest minute, based on the number of minutes in the given month (for instance, a 30-day month contains 43,200 minutes).
Upon client request, uptime for a month will be evaluated and if and if the Services were unavailable for less than 99.9% of the month, a partial credit (not refund) equivalent to the percentage of downtime above the amount allowed by this guarantee of service availability. This means that your bill the following month will be reduced.
Uptime penalties in any month are capped at 50% of the total amount invoiced to the client monthly.
Uptime measurements exclude periods of routine maintenance.
Intended, Lawful, and Reasonable Use
By agreeing to this PSA you agree to only use the Services provided by Intulse for their intended purposes. Intulse will cooperate with government officials if you use the Services for any unlawful purpose, or if Intulse is served with relevant legal process.
Any Service provided by Intulse that is described as “Unlimited” is subject to our reasonable use policy. Our reasonable use policy is that in the event that our monitoring reveals that your usage is significantly beyond that of our average client we reserve the right to charge for usage that is beyond what is reasonable. For example, our “unlimited minutes” are not intended for a call center, resale, auto-dialing, or LCR.
Terms
The Initial Term of this PSA is one (1) month from the date of acceptance unless otherwise specified in an order submitted on the Sales Website. It will automatically renew for one (1) month terms thereafter, until either party gives written notice to terminate the Agreement in accordance with the “Termination of Service” section of this PSA. Nothing in this PSA shall be deemed as contradictory to this paragraph.
During the Initial Term of this PSA you may not reduce your monthly billing below what was specified in your order submitted on the Sales Website.
If you, at any time during your service subscription, received any hardware (e.g. phones) from Intulse you are required to have paid for, or pay the remainder of the total number of contracted payments for each device. For example, if you purchased a phone for 36 contracted monthly payments and you have made 30 payments and wished to terminate your service you must pay the total of the remaining 6 payments. Nothing in this PSA shall be deemed as contradictory to this paragraph.
Termination of Services
If you want to terminate all or part of the Services provided to you prior to the end of the Initial Term without opportunity to cure, you must provide written notice to terminate at least 30 days prior to the date of termination. You may affect such written notice by sending an email to support@intulse.com that details your account information, the services to be terminated and the requested effective date of termination. Upon termination, you agree to pay 100% of the total payments due under the Initial Term of this PSA, less any payments already paid, to Intulse as a cancellation fee of this agreement.
Termination of your account will promptly cut off all public access to the Services. Intulse may delete all information and data stored in or as a part of your account(s). You agree to pay fees associated with any special requests you make of Intulse, including but not limited to, porting of phone numbers. Intulse’s ability to port numbers to another provider is limited to the time a number is active, please be sure to port your numbers before your termination date.
Intulse may at any time without prior notice, immediately terminate or suspend all or a portion of your account and/or public access to your site or the Service for violation of the PSA. Any termination of Services will be made at the sole discretion of Intulse and without refund.
Intulse reserves the right to discontinue or modify any aspect of the Services at any time.
Indemnity
You will indemnify and hold harmless Intulse, its owners, officers, employees and affiliates from any liability, damage or cost (including reasonable attorneys fees and costs) from any claim or demand whatsoever that is made by any third party due to or arising out of your use of the Services, including (but not limited to) your violation of the PSA or claim that your materials or activities infringe the intellectual property rights of others.
Modifications of PSA
Intulse may make minor modifications to this PSA from time to time without notice. If Intulse makes any major modifications to this PSA which would substantially change the nature of your interaction with Intulse or the Services Intulse must provide you with 30 days of notice. You may not modify any part of the PSA except with Intulse’s written approval in advance.
Enforcement of PSA
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the PSA is invalid, then that provision will be removed from the PSA without affecting the rest of the PSA. The remaining provisions of the PSA will continue to be valid and enforceable.
Remedies of Intulse
Intulse’s remedies are cumulative. You agree that if Intulse does not exercise or enforce any legal right or remedy which is contained in this PSA (or which Intulse has the benefit of under any applicable law), this will not be taken to be a formal waiver of Intulse’s rights and that those rights or remedies will still be available to Intulse. If your malicious or grossly negligent action or inaction results in a loss to Intulse then Intulse is entitled to payment from you that covers Intulse’s entire loss. If you fail to pay any amount due under any Term or other obligation to pay Intulse, you agree to pay all costs of collections incurred by Intulse, including administrative expenses, reasonable attorney’s fees, and court costs.
Remedies of the Client and Limitation on Intulse’s Liability
You agree to provide written notice to Intulse of any legal claim you have against Intulse by stating the specific nature and cause. Unless specified otherwise in this PSA, for any claim that you may have against Intulse, you agree that the only remedies available to you are as follows:
- Intulse uses commercially reasonable efforts to resolve cause of your claim
- Intulse returns the fees that you paid for the Services related to the claim
Acceptance of this PSA expressly waives any and all rights and remedies available to you by the Uniform Commercial Code or any other applicable laws.
The liability of Intulse to you or any third party associated with you is limited to the lesser of (A) amounts actually paid to Intulse by you for services not performed, or (B) your direct out-of-pocket damages.
You agree that Intulse will not be liable to you or any third party associated with you for any other payments for tangible or intangible damages, of whatever cause or origin, including but not limited to lost profits, direct or indirect, special, incidental, consequential or contingent damages of you arising from any such cause.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INTULSE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, INTULSE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE OR HARDWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTULSE OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE PSA.
License
Intulse grants you a limited, non-exclusive, non-transferable, revocable license to use the Services, software, data storage and any accompanying materials. Software included with the Service is licensed and not sold. You agree that you will not, under any circumstances, copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Services provided by Intulse, in whole or in part.
Intulse’s license is to be used only as described herein and in any applicable distribution agreement or other agreement between you and Intulse. You may not re-distribute, disclose, sell or license the Services or license to other entities without written consent of Intulse.
You agree not to circumvent, disable, or otherwise interfere with security-related features of the Services that prevent or restrict use or copying of Intulse’s content or otherwise limit use of the Service.
INTULSE, Intulse’s logo, together with such other trademarks, service marks and logos contained at the Site are owned or licensed by Intulse. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. You are not granted any Mark license rights whatsoever through this PSA. Unless you have Intulse’s prior written consent, you are prohibited from representing to others that you are in any way affiliated with Intulse.
This section shall survive any termination of the PSA.
Data Sharing
Intulse does not share any data with other companies except when required to deliver Intulse’s Service.
For example, Intulse may be required to share limited data with other communication’s companies to move voice or text messaging service to Intulse or to ensure calls or text messages are not being blocked.
Intulse does not sell any data to other companies.
Billing
You agree to be billed for any services or products provided by Intulse. Services and products will be provided and billed according to:
- Orders submitted on the Sales Website
- Changes made to your account through the Intulse Account Center
- Applicable usage of the Intulse API
- Applicable usage of the Intulse App
- Any other fees associated with your usage of the Intulse’s Services.
You agree to be billed for products and Service provided by Intulse regardless of whether or not you have completed the setup of those products and Services or used those products and Services.
You agree to be billed for sending text messages using the Intulse API.
You agree to be billed for storage of call recordings.
You agree to be billed for international calling.
You agree to be billed for any fraudulent use of Intulse’s Services occurring on your account.
Billing is for future periods unless otherwise noted on your invoice.
If there are any current or future applicable taxes for the Service or products purchased from Intulse, you are required to pay them. If Intulse pays the taxes for you, then you are required to reimburse Intulse.
Intulse, upon 30 days notice, may introduce new fees or charges. Institution of such fees will apply to all invoices generated after the effective date of the change.
Intulse, upon 30 days notice, may increase existing fees.
- Such changes implemented during your Initial Term will apply to subsequent Terms after the effective date of the change.
- If such increases are found necessary due to reasons deemed appropriate by Intulse, no more than a 15% increase will be incurred.
- Any, and all, original or subsequent discounts shall not factor into increases. All percentage of change calculations will be based on the current pricing and the resulting rate.
- Furthermore, Intulse guarantees that increases will not occur less than 6 months from prior rate adjustments, excluding standard fee assessments for client growth.
You agree to be billed a finance charge of 1% per day of any unpaid balance, or the maximum amount allowed by law, whichever is greater, on accounts with past due balances over 10 days old.
Payment
You agree to make prompt payment(s) by credit card or direct debit (unless otherwise agreed upon). All sales are final and no refunds of any type are available.
Payments will be applied first to any accrued finance charges and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts must be paid by you.
If payment of invoices is not current, then Intulse may suspend your Service without notice.
Miscellaneous
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This PSA, and any rights and licenses granted by it, may not be assigned or transferred by you. Intulse, however, may assign this without restriction.
During the term of this PSA and for 2 years thereafter, you shall not solicit, contract with, or hire away any employees or subcontractors of Intulse, or induce any of them to leave Intulse.
This PSA, all subscription agreements and all disputes between you and Intulse shall be governed by the laws of the State of Pennsylvania. Jurisdiction over and venue of any suit arising out of or related to this or any agreement or dispute shall be litigated only in the courts located in Lancaster County, Pennsylvania.
This PSA is the entire agreement between you and Intulse and can only be modified pursuant to the terms herein.
This PSA binds and benefits both parties, their successors and assigns.
Time is of the essence of this PSA.