PLEASE READ THESE TERMS OF SERVICE (“TOS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.  IT IS AN IMPORTANT DOCUMENT WHICH YOU MUST CONSIDER CAREFULLY BEFORE CHOOSING TO USE OUR SERVICES.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT WE MAY AMEND THESE TOS AT ANY TIME AS SET FORTH HEREIN.  YOU ARE RESPONSIBLE FOR REVIEWING AND INFORMING YOURSELF OF ALL APPLICABLE CHANGES. YOU SHOULD REFER REGULARLY TO OUR WEBSITE TO UNDERSTAND THE CURRENT CLOUD WORKSPACE TOS AND OTHER POLICIES, AND TO ENSURE YOUR COMPLIANCE.  YOUR CONTINUED USE OF THE SERVICES BEYOND THE DATE OF POSTING, OR IN THE CASE OF MAJOR CHANGES, BEYOND THE NOTICE PERIOD, WILL CONSTITUTE YOUR ACCEPTANCE OF AMENDMENTS AND MAJOR CHANGES.

To the extent any term or condition set forth in the TOS expressly conflict with any other term or condition of any written agreement you have entered into with us, the terms of that other written agreement shall govern.

You represent and warrant that you have the lawful authority to bind you or the person or entity on whose behalf you represent to agree to accept the TOS, and that you have read, understand, acknowledge and agree (on your own behalf or on behalf of the person or entity for whom/which you are agreeing, as the case may be) to be bound by the TOS.

GENERAL. By using Intelecis, Inc.’s and its affiliates, subsidiaries, partners and related companies’ (“Intelecis”, “us”, “our” or “we”) websites, web portals, applications including, but not limited to, those services and products identified in your applicable Master Service Agreement, Service Agreement and Addendum(s) (collectively, the “Service(s)”), or by  agreeing to these Cloud Workspace Terms Of Service” (“TOS”), you (the “customer”, “client”, or “you”) agree to be bound by these TOS. Intelecis and you may be referred to herein as a “Party” or collectively, the “Parties”).  Except as expressly set forth herein, we may modify the TOS at our sole discretion and such modification shall be effective upon the earlier of notice to you or revised TOS being posted at https://www.intelecis.com/cloud-terms-of-service/. You accept modification to the TOS by continuing to use the Services, by continuing to agree the Services, by continuing to pay for the Services or continuing to be a Party to a Service Agreement or other agreement for the provision of the Services with us.  These TOS are part of, and shall be incorporated into, any Service Agreement, Addendum(s) and any other agreement between you and us in which these Terms of Service are referenced, plus all applicable service orders, move-add change orders, change orders, addendums, attachments, purchase orders, service level agreements (“SLAs”) and any other documents that are expressly incorporated herein (collectively the “Agreement”) between you and us.

1. TERM.

1.1. Effective Date. These TOS become effective pursuant to Section 1.  Upon approval of your credit application (if any), we will begin as soon as practicable the provisioning, installation, connection and testing necessary to provide the Services.

1.2. TermThese TOS shall continue in effect for the entire Term of your Service Agreement and for any subsequent “Renewal Term” (as defined in your Master Service Agreement and or Addendum(s) ) unless otherwise agreed in writing between you and us.  We shall have no duty or obligation to provide the Services to you on a periodical basis after the expiration of the Term or a Renewal Term unless we explicitly agree in writing.

2. SERVICES

2.1. Intelecis will provide the Services described in the applicable Agreement.  Intelecis may reject any Service Attachment and will not be bound by such Service Attachment until accepted by a duly authorized representative of Intelecis.  Customer issued Service Attachments will not modify the terms of the Agreement unless agreed to in writing by Intelecis.  Any requests for ancillary services not described in the applicable Service Attachments may be provided on an individual case basis as agreed to in writing by the parties.  These Professional Services (“Professional Services”) are billable at a regular rate of $195 per hour which rate may be changed at any time, without written notice by Intelecis. Refer to Section 4.2.4 for all of our other rates.

2.1.1 Set-Up Services. Intelecis shall setup the Client’s Cloud Workspace environment with Client’s software applications (“Client Applications”), any necessary installation and configuration media for the Client Applications (“Client Owned Media”), as well as all available documentation for the installation, configuration and support of the client applications (“Client Documentation”) listed in the Set-Up Forms forwarded to Client by Intelecis for Client’s completion.  All work performed shall be in accordance with Client’s specification for the number of Client Seats as set forth in the Agreement.  Intelecis may provide technical support services beyond the scope of its normal support services, said services if any, will be specified under special provisions.

2.1.2 Intelecis System. The Set-Up Services will result in Intelecis being able to allow Client non-exclusive electronic access to Intelecis’s digital information processing, transmission and storage system (“Cloud Workspace”) located at the computer facilities operated by Intelecis or one of its Partners. Intelecis shall authorize connection to its Cloud Workspace via a unique user name, password and/or other access credentials that Intelecis grants to Client, for Client access to the Cloud Workspace from a Client computer or other network device (each, a “Client Seat”).  Client must designate Authorized Users (employees, agents or other persons) permitted to use Client’s account as designated by Client from time to time in writing to Intelecis.  Intelecis will initially host the number of Client Seats and storage as set forth in the Addendum(s).  Intelecis will only provide Hosting Services to Client and its Authorized Users under the terms of this Agreement.  Intelecis may provide technical support services beyond technical support for Intelecis Materials and such other additional services as specified in the “Special Provisions”.  Client acknowledges and agrees that: (i) it has given Intelecis its Client Applications, Client Specifications as set forth in the Addendum(s), and it has been advised of the period of time for Service to be established as defined in the Set-Up Forms; and (ii) as a result thereof, Client agrees that it has evaluated the Services offered by Intelecis (i.e. this Agreement for Services), and that the Services meet its business specifications and, upon Client’s execution of this Agreement, Intelecis may commence the set-up process and any Services in accordance with the terms of this Agreement.

2.1.3 Additional Included Intelecis-Products Intelecis will be providing the following products/services as part of this agreement:

  • Microsoft Office Standard
  • Anti-Virus for the local area network
  • Intelecis-Web Filter – Internet Filtering for the local area network
  • Intelecis-Spam Filter – e-mail spam filter
  • Intelecis Cloud Hosted Microsoft Exchange E-mail Service
  • 10 GB Cloud Space per Client Seat (pooled storage – Applications not counted)

2.2 Delivery of Materials.  At the time specified in the Set-Up Forms, Client will deliver to Intelecis the Client Owned Media and Client Documentation required in order for Intelecis to install and configure the Client Applications.  Intelecis will supply to Client any user instructions or installation media required to access the Intelecis System.

2.3 Updates and Upgrades At the time specified in the Set-Up Forms, Client will deliver to Intelecis all upgrade patches or service releases for its Client Applications.   Any support or maintenance fees Client pays to third party software vendors will remain between the Client and the Client’s vendor.

2.4 Proof of Licenses.  At the time specified in the Set-Up Forms, Client must supply proof of all required licenses for the Client Applications, including, but not limited to, all necessary Client access licenses and serial numbers needed to support the Client Applications and copies of the Client’s license certificates and agreements for the same, including any licensing codes and/or unlocking codes.  Client acknowledges that it will remain in compliance with all software licenses for the Client Applications managed by Intelecis.  Client assumes responsibility for any and all changes to its local systems for the purposes of maintaining its Client Applications license compliance specifically including but not limited to, costs for removing copies of Client software Applications which must be removed from Client owned systems in order to maintain compliance with Client’s software license agreements.

2.5 Bandwidth.  At the time specified in the Set-Up Forms, Client agrees that it has or will acquire the necessary internet bandwidth to access and operate Intelecis’s Cloud Services.  Intelecis recommends a minimum of 500KB per end user of dedicated internet bandwidth.  Intelecis does not recommend any type of shared internet, such as DSL, Uverse, ABF, Fios or coax cable.

2.6 Representatives.  On the Addendum(s), each Party shall appoint a designated representative and liaison to serve as the primary contact person between the Parties (each, a “Representative”). The Client Representative shall deliver to Intelecis the Client Applications, answer any questions that arise concerning the Client Applications, the Client Owned Media and the Client Documentation, provide feedback to Intelecis’s Representative during the Set-Up Period, serve as the final authority to approve the Set-Up and otherwise serve as the contact person for the Intelecis Representative for any other issues that may arise.  Either party may change its Representative by notifying the other party of the change in writing.

2.7 Cooperation.  The Set-Up can be completed by the estimated date of completion set forth in the Setup Forms (“Estimated Completion Date of the Set-Up Period”) if the Client delivers to Intelecis its Client Applications required pursuant to the Set-Up Forms and responds to Intelecis’s requests in a timely manner. On the Effective Date of the Agreement, the Representatives for the parties will schedule a date for an initial meeting or telephone conference to be held between the Parties, which shall be no later than seven (7) business days after that date. During the initial meeting or telephone conference, the Representatives will discuss the timetables for the completion of each phase of the Set-Up Period as developed by Intelecis so that the Set-Up can be completed by the Estimated Completion Date of the Set-Up Period.  Subject to the conditions set forth herein, each party will cooperate in good faith, and use its commercially reasonable efforts, to complete each phase of the Set-Up Period within the established timetables.  Each time Intelecis makes a request of Client’s Representative, Intelecis will notify Client’s Representative of the date by which the request must be fulfilled in order for the Set-Up Period to be completed by the Estimated Completion Date of the Set-Up Period.

Client acknowledges that any delays in, (i) the transmission of the Client Applications, (ii) the deliveries that are required of Client pursuant to the Set-Up Forms or (iii) the Client’s responses to Intelecis’s requests for information or approvals, will cause the Set-Up Period not to be completed by the Estimated Completion Date of the Set-Up Period and cause additional development time added to the Set-Up Period.  If additional development time is needed to the Set-Up Period as a result of any delay caused by Client pursuant to subsections (i), (ii) or (iii) above, the Hosting Services shall continue to commence upon the Effective Date and Client shall be responsible for paying to Intelecis its standard hourly rates for the additional development time or work that Intelecis performs for the Client.

2.8 Review Meetings. Annual meetings will be held to review service and service requests, discuss priorities for the following year, and to assess the overall satisfaction of the services being provided.

3. Proprietary Rights and Use.

3.1 Intelecis Materials.  Intelecis will own the software to allow remote access to the Client Desktop and any installation media necessary for the Client and its Authorized Users to access the Hosting Services (“Intelecis Materials”), Anti-Virus and Anti-Malware software, Intelecis-WEB Filtering software and Intelecis-SPAM software, E-mail service and Microsoft Office.

3.2 Use of Intelecis Materials.  In consideration of Client’s performance of its obligations to Intelecis expressly set forth in this Agreement, Intelecis grants to Client, and Client accepts from Intelecis, a limited non-transferable, royalty-free, non-exclusive right, for the Term of this Agreement, to use the Intelecis Materials in connection with Client’s access to the Cloud Workspace solely for Client’s internal business purposes.   This limited right of use is for the sole purpose of enabling Client to use and enjoy the benefit of the Services provided by Intelecis, in the manner permitted by this Agreement.   Client agrees not to, and not to engage others to, copy, modify, distribute, sell, or lease any part of the Services or included software.  Client further agrees not to reverse engineer or attempt to extract the source code from the software without Intelecis’s written permission.  Client agrees that when a Service requires or includes downloadable software, the software may updated automatically on Client’s device once a new version or feature is available and Client hereby authorizes said updates without the need for further notice or authorization.

3.3 Client Materials.  All other software applications (excluding Application Rentals), software licenses, workstation operating system licenses and documents other than the Intelecis Materials, including, without limitation, the Client Applications, the Client Owned Media and the Client Documentation, will be owned by the Client (“Client Materials”).

3.4 Use of Client Materials.  In consideration of Intelecis’s performance of all obligations of this Agreement, for the Term of this Agreement, Client grants to Intelecis, and Intelecis accepts from Client, a non-exclusive, worldwide and royalty free right to copy, display, use and transmit on and via the Internet the Client Materials, solely for the benefit of Client and in accordance with Intelecis’s performance or enforcement of this Agreement.

4. Cloud Workspace Terms and Obligations.

4.1 Service Level Guarantee.  Intelecis agrees that it shall use its best efforts to minimize any disruption, inaccessibility and/or inoperability of the Services in connection with Intelecis downtime that is not the result of Downtime from Client Causes, whether scheduled or not.  “Downtime from Client Causes” includes, but is not limited to: i) network or infrastructure issues including connectivity problems arising from hardware and/or software configuration problems experienced by the Client on their individual hardware and/or software, ii) arise from Application failures that are the result of errors or bugs in the Applications; iii) arise from Application errors resulting from incorrect or defective Application installation by Client or its agents (other than Intelecis; iv) relate to Client-contracted internet service or client LAN environments; v) relate, in any way, to operator error, fault, or negligence on the part of Client or their Authorized Users; third-party actions (other than Intelecis), damage resulting from the dismantling of Client equipment and/or software by the Client or third-parties (other than Intelecis) or other causes beyond normal usage of the Services.

“Unscheduled Intelecis Downtime” shall mean downtime that is not Scheduled Intelecis Downtime, but occurs as a result of equipment malfunctions or causes beyond the control of Intelecis that do not constitute Downtime from Client Causes (example: performance interruption relating to Intelecis Internet connectivity which may be provided to Intelecis by other vendors) or which are not reasonably foreseeable by Intelecis, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures; provided, however, that Unscheduled Intelecis Downtime shall not include downtime due to force majeure, including, but not limited to, acts of war, terrorist attacks, natural disasters, acts of God or other events beyond the control of Intelecis or Client that affect substantially all Internet users in an affected area.

“Scheduled Intelecis Downtime” shall mean downtime for periodic maintenance procedures or repairs which Intelecis may undertake from time to time during non-business hours Intelecis shall provide advance notice to Client in the event of any such Scheduled Intelecis Downtime.

4.2 Remote LIVE Help Desk Support. Intelecis shall provide remote support as needed during normal business hours, defined as the following: 8:00 AM thru 5:00 PM PST, Monday- Friday (excluding State and Federal holidays) for covered equipment and issues as per the Addendum(s). 

  • After-hours and weekend support shall be provided to the Client 7 days a week for emergency incidents only.  An Emergency is defined as an incident which is detrimental to the continued operations of the Client’s business, major revenue impact, i.e. – a server and/or network is down. See also – Response – for more info.
  • Where a non-emergency situation is applicable, discounted contract labor rates will be charged for work performed before or after normal business hours.

The following software shall be supported in the Intelecis Cloud Workspace with help desk services:

  • Microsoft Operating Systems
  • Internet Explorer and Goggle Chrome
  • Microsoft Office Suite 2010 or newer
  • Adobe Acrobat Reader

4.2.1 On-Site Support. Intelecis will provide on-site support at discounted labor rates.

4.2.1.1 On-Site Hardware Support. Intelecis will repair or replace hardware that is still under warranty and/or no warranty; discounted labor rates will apply.  The Client will be responsible for maintaining its warranties on equipment, and paying for new replacement parts or systems, as needed.

4.2.2 Response. A service ticket number will be issued of all service requests placed to Intelecis for the purpose of tracking. Intelecis shall have an engineer begin work on an assigned service ticket following service ticket submission. The following different response levels shall be used:

Emergency – within (1) hours – Examples: network down, application down, e-mail down company wide

Quick – within (4) hours – Examples: power user system, power user e-mail down

Normal – Same day – Examples: User printer issues, program will not open, e-mail issues

Low Priority – 48 hours – Examples – Minor functionality in MS office – font issues, Signature not working

The following tasks have the following response times in the Intelecis Cloud Workspace:

New Application Install or Application Upgrade        5-10 business days

New User Setup                3-5 days

4.2.3 Travel.

Any travel will be subject to a $85.00 trip charge within 25 miles of our regional office service your region. Any distance beyond 25 miles will be quoted based on destination.

4.2.4 Labor Rates.  The following discounted labor rates will apply to any work done outside what this Agreement covers.

Resource                              Discounted Rate                 Regular Rate                       Typical Type of Work

Project Mgr/Engineer         $135.00 / hour                   $195.00 / hour                   Projects

Level I    Engineer                $135.00 / hour                   $195.00 / hour                   Basic Desktop

Level II   Engineer                $165.00 / hour                   $225.00 / hour                   Adv. Desktop, Server

Level III  Engineer               $205.00 / hour                   $265.00 / hour                   Adv. Server, Adv. Network

Security Engineer                $265.00 / hour                   $325.00 / hour                   Adv. Cyber Security

New User Setup                  $250.00 Flat Rate             $265.00 / hour                   Adding new user/employee

Training                                  $205.00 / hour                   $265.00 / hour                   Any Type of Training

The labor rates are for normal business hours (8:00AM-5:00PM).  The following premiums shall apply outside these hours: Monday – Friday – 1.5x rates, Weekend & Holidays – 2 x rates.

4.2.5 Fixed Charges. The following services in the Intelecis Cloud Workspace will be billed at these fixed charges:

  • Additional Combined Company Storage (10 GB increments) $10.00/month
  • Additional Workspace Storage (10 GB increments) $1.00/month
  • Application Version Upgrade                                 $299.00
  • New Application Installation                                                 $499.00
  • Data Archive to Client’s External Hard drive                                 $799.00

NOTE:  Application Installation and Upgrade Fees are waived for the first 30 days of Intelecis Cloud Workspace service.

4.3 Local Networking Under all circumstances, Client shall be responsible for all maintenance and repair of its own local network systems except for services provided by Intelecis in the MSA and Addendum(s), including but not limited to, wiring, switches and hubs, local workstations, wireless networking access points and gateways, communication lines, routers.

4.4 Backups; Redundancy and Disaster Recovery Services.  Intelecis shall maintain data backups of all Client data related to the Client Applications and will maintain system configuration and software configuration in order to maintain system availability of all Client Applications within the limitations as described in section 4.  Intelecis will conduct daily, weekly, monthly, and quarterly backups.  If Client terminates its services with Intelecis, Intelecis will no longer maintain backups of Client data.  Intelecis will not be responsible for any files in use at the time of these backups.  Intelecis will use the following backup schedule unless contracted otherwise:

2 days hot backup stored on live backup SAN for short term retrieval

1 end of week (previous Sunday) 1 end of Month (previous month end)

1 end of Quarter (previous quarter end) 1 end of Year (previous December 31 backup)

4.5 Privacy.  It is the policy of Intelecis to respect Client’s privacy and Intelecis agrees to comply with all laws and regulations applicable to the gathering, processing, storing, transmitting and dissemination of personal information; provided, however, Client agrees that it will cooperate with Intelecis to specify in the Client Notification of Legal and Regulatory Requirements and any applicable laws which may apply to its own gathering, processing, storing, transmitting and dissemination of personal information of its customers.  In this respect Intelecis will not disclose any personal information about Client’s Authorized Users, without Client’s prior written consent, unless such action:  (i) is required by law or regulation, but only to the extent and for the purposes of such law or regulation; (ii) is in response to a valid order of a court or other governmental process; or (iii) is with written permission of Client, in compliance with any terms or conditions set by Client regarding such disclosure.

4.6 Client Seats.  Client Seats (also known as Users or Subscriptions) are designated in the Addendum(s) and may be increased or decreased in response to changes in operating conditions for the Client upon Client’s written request to Intelecis and Intelecis’s written acceptance of such request.  Any change in the number of Client Seats will be reflected in the Invoice for the next month following Intelecis’s acceptance of the request.  The number of Client Seats cannot be decreased below 50% of the initial start of the Service as outlined in the Addendum(s) for the agreement period or 5 Seats whichever is higher during the agreement term. At the time of renewal the Client Seats can be modified by the client to any number with a minimum of 5 Clients Seats. Client Seats for the Cloud Workspace Services cannot be transferred or used by anyone other than Authorized Users.

4.7 Authorized Users Use of Hosting Services.  The Client certifies that no Authorized User has been convicted of violation of any U.S. Federal or state regulation involving either the illegal use of any regulated telecommunications facilities or illegal distribution of commercial computer software or data and that neither he nor she, nor any other Authorized User has been removed from any other facility accessing the Internet for cause other than non-payment or voluntary cancellation by the Client.  All Cloud Workspace Services provided to Authorized Users may only be used for lawful purposes.  Transmission or storage of any information, data or material in violation of any U.S. federal or state regulations or law is prohibited, including, but not limited to, material protected by copyright, trade secret, or any other statute, threatening material, or obscene material. Intelecis may, from time to time, impose additional reasonable and normal restrictions on the use of the Cloud Workspace Services. Authorized Users will be notified of such additional restrictions in advance if possible.

4.8 Additional Storage.  Additional Storage is initially designated in the Addendum(s) and may be increased or decreased in response to changes in operating conditions.  From time to time the Client may exceed the Additional Storage as designated in Addendum(s).  This increase in Additional Storage will be reflected in the normal monthly billing. Any change in Additional Storage will be reflected in the Invoice for the next month following Clients increase or reduction in storage usage.

5. Regulatory Compliance.

Client is responsible for compliance with any and all laws and regulations that may be applicable to the use and maintenance of the Client Applications and Client data, information, communications, records and operation of Client’s business, as well as the expense of compliance with such laws and regulations.  Client shall specify all such applicable laws and regulations of which Intelecis should be aware.

6. Payment Terms.

6.1 Payment.  Client shall pay Intelecis for the Set-Up Services, Cloud Workspace Services, Application Rentals, and Additional Services as set forth in the Addendum(s).

6.2 Taxes The fees for Services in the Addendum(s) exclude all taxes, duties and levies of any governmental entity.  Client is responsible for payment of any such taxes, duties and levies in addition to any fees and/or other amounts paid by Intelecis.

6.3 Invoices.  Unless it is specified in the Addendum(s), Client agrees that the amounts of all invoices for fees for any Services shall be due and payable within ten (10) days after receipt.  Invoices will be provided a minimum of fifteen (15) days in advance of any Cloud Workspace Services.  Failure to maintain timely payment may result in suspension of Services and Intelecis reserves the right to terminate this Agreement for Client’s failure to pay any invoice. Any invoice submitted to Client by Intelecis will be deemed correct unless Client provides written notice to Intelecis within ten (10) days of the notice specifying the nature of any disagreement. In the event Client disputes the amount charged, Services completed or whether such invoice is properly payable, the amount under dispute will not be due and payable until the parties resolve the dispute but all other amounts will be due and payable as set forth herein.

7. Termination.

7.1 Termination.  This Agreement may be terminated:  (i) by Intelecis immediately (a) if Client is in material breach of the terms of this Agreement, including, without limitation, Client fails to pay any Service fees or other amounts due to Intelecis in a timely manner or Client Seats have been transferred to other parties without Intelecis’s written permission as set forth in Section 4.7 or (b) in the event Client makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a petition in bankruptcy is filed against Client, or if a receiver or trustee is appointed for all or any part of the property or assets of Client.

This Agreement may be terminated by either Party upon ninety (90) days’ written notice if either Party:

  • Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days’ of receipt of such written notice.
  • Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days’ of receipt of such written notice.
  • Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.
  • If the Client terminates this Agreement, Intelecis will assist Client in the orderly termination of services, including timely transfer of the data to Client. Client agrees to pay Intelecis the actual costs of rendering such assistance.
  • If Intelecis terminates this Agreement, Intelecis will assist Client in the orderly termination of services, including timely transfer of the data to the Client at no additional cost to the Client.

7.2 Payment Upon Termination.  In the event this Agreement is terminated, in addition to any other amounts that may be due, Client shall pay Intelecis for all Services and work undertaken in performance of its obligations hereunder up to the date of termination including payment for the remainder of the contract based upon the initial Addendum(s) and any increases thereof.  Such payment is due and payable upon Intelecis’s submission to Client of a properly payable invoice.

7.3 Liquidated Damages – Intelecis’s Early Termination.  In the event that Intelecis terminates the Agreement pursuant to Subsection 7.1(i) above Intelecis may, at its sole option upon written notice to Client, be entitled to recover from Client as liquidated damages an amount equal to all payments remaining to be made under the Addendum(s) for the remaining term of the Initial Term or any renewal term of this Agreement.  For purposes of the preceding sentence, “all payments remaining to be made” shall be calculated based on the Client’s average monthly fees for Services during the Term.  Client further agrees to reimburse Intelecis for any expenses Intelecis may incur, including reasonable attorneys’ fees, in taking any of the foregoing actions.   The remedies contained in this subsection are cumulative and in addition to all other rights and remedies available to Intelecis under this Agreement, by law or otherwise.

7.4 Return and Destruction.  Upon any termination or expiration of this Agreement for any reason, Intelecis has the right to delete all data, files or information that is stored in the Client’s account at a Intelecis Host Location.  Client may request their data, files or information be copied at any time. Labor rates specified in section 4.2.4 will be paid by Client for the re-production of Client data. Intelecis will not deliver or provide access to copies of the data if Client’s payments for Intelecis’s services are past due and all data reproduction fees will be required in advance.

8. Warranties.

8.1 Intelecis Warranties Intelecis warrants to Client that: (i) Intelecis shall perform the Set-Up Services and any Additional Services in a workmanlike manner and with diligence and skill; and (ii) the Set-Up Services shall provide the number of Client Seats as set forth in the Addendum(s) access to the Cloud Workspace Services in accordance with the required bandwidth supplied to Intelecis by Client as set forth in the Set-Up Forms.  Subsections (i) and (ii) above shall be referred to each as a “Intelecis Work Warranty” and together as the “Intelecis Work Warranties”).

ALL SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS.  OTHER THAN THE MAXIMUM MONTHLY UNSCHEDULED INTELECIS DOWNTIME GUARANTEE LEVEL SET FORTH IN SECTION 4.1 AND THE SERVICE LEVEL GUARANTEE SET FORTH IN SECTION 4.1 AND THE FOREGOING INTELECIS WORK WARRANTIES EXPRESSLY PROVIDED HEREIN, NO WARRANTY IS MADE BY INTELECIS REGARDING ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH, IN CONNECTION WITH, OR LOCATED ON THE INTELECIS SERVERS OR OTHER SERVICES PROVIDED BY INTELECIS, AND Intelecis HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND/OR ANY WARRANTIES OF NON-INFRINGEMENT.

For Intelecis’s breach of any Intelecis Work Warranty, subject to the terms of the Agreement, including, without limitation, Section 2.7, Client’s sole remedy is that Intelecis will undertake reasonable efforts to perform the Services so that they conform with the terms of the Intelecis Work Warranty.

8.2 Client Warranties.  Client represents and warrants to Intelecis that: (i) the Client Materials do not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (ii) Client owns or has the right to use the Client Materials and all proprietary or intellectual property rights therein, or has authorization from the vendor to copy, use and display the Client Materials on and within the Client Cloud Workspace; and (iii) Client further warrants to immediately notify Intelecis in writing of any known or suspected infringement upon, or misuse of, Services.

8.3 Other Warranties.  Warranties concerning the equipment and the Intelecis software are those of the manufacturers of such software and not of Intelecis. Client agrees that it will indemnify and not hold Intelecis, its vendors and/or its associates responsible for any loss, claim or damage arising out of this Agreement, or Client’s use of equipment and/or software furnished and maintained by Intelecis.

9. Limitation of Liability.

EXCLUSIVE OF CLIENT’S INDEMNIFICATION OBLIGATION UNDER SECTION 11 OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Cap.

THE AGGREGATE LIABILITY OF Intelecis HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE AGENTS AND EMPLOYEES THEREOF) IN CONNECTION WITH DIRECT DAMAGES ARISING UNDER THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT THAT CLIENT PAID TO Intelecis FOR THE MONTH PERIOD IMMEDIATELY PRECEEDING THE CAUSE OF ACTION REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE).

11. Client Indemnification.

Client agrees to indemnify, hold harmless and defend Intelecis and its directors, officers, employees and agents from and against any action, claim, demand, dispute or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) any allegation that the Client Materials infringe a third person’s copyright or trademark right, or misappropriates a third person’s trade secrets; or (ii) the use of Intelecis’s Hosting Services by any Authorized User which damages either any Authorized User, the Client or a third-party.  Client’s counsel shall represent, in cooperation with Intelecis counsel, if any, Intelecis’s interest in any defense made, and Client shall be solely responsible for the fees, costs and expenses of said representation (if Intelecis also engages counsel, it shall be responsible for that counsel’s fees and costs).   The settlement of any claim which may, directly or indirectly, affect Intelecis must first be approved in writing by Intelecis.

12. Confidentiality.

Client may provide to Intelecis certain confidential, proprietary and trade secret business or technical information of Client or third persons in connection with Intelecis’s performance of the Services other than personal information about Client’s Authorized Users (“Confidential Information”).  Confidential Information shall be clearly marked and designated as “Confidential”.  Intelecis agrees to preserve the confidentiality of all Confidential Information that is provided by Client in connection with the Agreement, and shall not, without the prior written consent of Client, disclose or make available to any person, or use for its own or any other person’s benefit, other than as necessary in performance of its obligations under this Agreement, any Confidential Information of Client.  Intelecis shall exercise a commercially reasonable level of care to safeguard Confidential Information of Client against improper disclosure or use.

13. Non-Solicitation.

During the Term of this Agreement and for two (2) years thereafter, the Client shall not encourage or solicit any employee of Intelecis to leave the Intelecis’s employ for any reason.  In the event that Client hires any employee (or any former employee of Intelecis who worked for Intelecis during the period of twelve months preceding the hire) Intelecis prior to the expiration of said two (2) year period, Client agrees to pay Intelecis a finder’s fee equal to one hundred and fifty percent (150%) of Intelecis’s employee’s gross annual salary.

14. General.

14.1 Independent Contractors.  The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

14.2 Assignment You may not assign or otherwise transfer your rights or obligations (or any portion(s) of them) under the Agreement, or delegate your obligations (or any portion(s) of them) to pay amounts you owe us in relation to your use of the Services without our prior written consent. You also may not assign or delegate any claims, rights of action, causes of actions or claims held by you against us without our prior written consent.  Any attempt to assign or delegate will be void and of no effect.  We may assign any or all of our rights and obligations (or any portion(s) of them) under the Agreement at any time without your consent. Any person to which we assign the Agreement or any right(s) or obligations under it shall be entitled to all such of our rights or obligations so assigned.

14.3 Waiver.  The waiver or modification by us of any term or condition hereof shall not void, waive, or modify any other term or condition. The failure by us to insist, in any one or more instances, upon the performance of any term of the Agreement shall not be construed as a waiver or relinquishment of such right to such performance or to future performance of such item.  A waiver granted on one occasion shall not constitute a waiver of any future occasion.

14.4 Severability/Unenforceability.  If any provision of the TOS are found to be invalid, illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced, and such provision(s) shall be deemed modified to the extent necessary render such provision(s) enforceable and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreement of the Parties set out in the Agreement.

14.5 Notice.  All legal notices required to be given hereunder shall be in writing and deemed given if sent to the addressee specific below either (a) by registered or certified U.S. Mail, return receipt requested, postage prepaid, three days after such mailing; or (b) by national overnight courier service, the next business day.  All other notices (e.g., notice reminder of non-payment) may be sent via email and will be deemed given on the day such notice is delivered.  Customer’s Service change, disconnect notice, termination notice, notice of default, notice of non-renewal must be in writing sent via mail as provided herein to:

Intelecis, Inc.
1038 E Bastanchury Rd #620
Fullerton, CA 92835

14.6 Amendment No amendment, change, waiver or discharge hereof shall be valid unless in writing and signed by both parties.

14.7 Law.  This Agreement shall be governed in all respects by the laws of the State of (Your State or Jurisdiction Here) without regard to its conflict of laws provisions.

14.8 Survival The definitions herein and the respective rights and obligations of the parties under Sections 3.1, 3.3, 6, 7, 8, 9, 10, 11, 12, 14 and 15 shall survive any termination or expiration hereof.

14.9 Time.  The parties agree that time is of the essence in the performance of the respective obligations under this Agreement.

14.10 Excluded Services. Unless otherwise specified in 14.11 – special provisions, services rendered under this agreement do not include:

  • The cost of any software, licensing or software renewal or upgrade fees of any kind not covered by this agreement.
  • The cost of any third-party vendor or manufacturer support or incident fees of any kind.
  • The cost to bring Client’s environment up to minimum standards required for services.
  • Service and repair made necessary by the alteration or modification of equipment other than that authorized by Intelecis, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Intelecis.

14.11  Special Provisions.

  • 3rd Party Application Support  – Intelecis will provide “best effort” in getting 3rd Party vendor issues resolved in a timely manner. Intelecis will not charge for being the technical liaison with software vendors if the Client issue takes less than 1 hour to resolve; however, if Intelecis spends more than 1 hour trouble-shooting with the vendor, discounted labor rates apply.
  • Vendor Management – Intelecis will assist the Client in dealing with admin issues related to communications vendors, such as ISP’s, telecom, etc., that impact the Client’s overall network operations, except for when Client is using any type of shared internet, such as DSL, Uverse, ABF, Fios or coax cable. Any services needed due to issues related to shared internet service or vendors’ needs or problems are billable at the discounted rates.

15. Delay In Enforcement.

We can delay enforcing any of our rights under the Agreement without losing them. Any waiver by us of any provision of the Agreement will not be a waiver of the same or any other provision on any other occasion.

16. Entire Agreement.

This Agreement, (including, but not limited to, all signed and clicked-through agreements, the Master Service Agreement, Addendums, Schedules, Exhibits and Amendments), constitute the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. If there is a conflict between the terms of this Agreement, the Master Service Agreement, Addendums, Schedules, Exhibits and Amendments, then the terms of the Addendum(s) shall govern solely to the extent of the conflict.