Intulse's Professional Services Agreement ("PSA")

Document Last Modified: March 1, 2016

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 the Services or by clicking the button at the Site to confirm any order of Services. If you do not agree, then do not use the Site or use or order the Services.

By accepting the PSA, you affirm that you are an agent acting on behalf of your organizations, 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

Intulse provides remote email and/or phone technical support Monday-Friday from 9 a.m.-5 p.m. EST. Intulse is not responsible to support 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.

Intulse will cooperate with government officials if you use the Services for any unlawful purpose, or if Intulse is served with relevant legal process.

Reasonable Use

Any service or product 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 the usage that is beyond what is reasonable. For example, our unlimited minutes is not intended for a call center, resale, or LCR.

Termination Of Services

If you want to terminate all or part of the Services provided to you prior to the end of a subscription term without notice and opportunity to cure, you must provide written notice to terminate at least 30 days prior to the date of termination. You may effect 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 subscription agreement(s), less any payments already paid, to Intulse as a cancellation fee of this agreement. In the event that you are not satisfied with any of the Services provided by Intulse, but are willing to give Intulse an opportunity to cure such issues, you will provide, in writing, reasons for termination and give Intulse 30 business days to remedy any outstanding issues. If these issues cannot be remedied to your reasonable satisfaction, you may then terminate the Service and your obligation to Intulse under any subscription agreements shall be limited to paying for all work performed and merchandise provided to you up to the termination date or the amounts already received by Intulse under the subscription agreements, whichever is more.

If you, as a part of your subscription, are renting any phones from Intulse you are required to have paid for, or pay the remainder of a total of 24 months of rental fees for each device you are renting. Nothing in this PSA shalled be deemed as contradictory to this paragraph.

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 modify the PSA from time to time. 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 subscription agreement 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 claim or dispute 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:

  1. Intulse uses commercially reasonable efforts to resolve cause of your claim
  2. 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 the parties. 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.

Payment

You agree to make prompt payment(s) by credit card or direct debit (unless otherwise agreed upon) according to your order upon confirmation of your order details and submission/acceptance of your order (except when express written permission is given by Intulse). All sales are final and no refunds of any type are available.

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 fee schedules. Price changes and institution of new charges implemented during your subscription term will apply to subsequent subscription terms and to all new subscribers after the effective date of the change.

  1. If subscription increases are found necessary due to reasons deemed appropriate by Intulse, no more than a 15% subscription increase will be incurred.
  2. Any, and all, original or subsequent discounts shall not factor into increases. All increases will be based on original list pricing at the time of subscription and the resulting rate.
  3. Furthermore, Intulse guarantees that increases will not occur less than 6 months from prior rate adjustments, excluding standard fee assessments for client growth.

Miscellaneous

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.

A finance charge of 1.5% per month on the unpaid balances over 30 days, or the maximum amount allowed by law, whichever is greater, will be charged on past due accounts. Payments will be applied first to the accrued interest 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.

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.

If you have just read this entire PSA then we think you deserve a pat on the back, you're a hero.