Terms Of Service


This Agreement is subject to your compliance with the terms and conditions ("Terms of Service") set forth below.


Recitals


A.   PaidSupport. ("PaidSupport")  provides a software platform and enhancements for customer support, together with billing and collection services and (collectively, the “Service”) to individuals and companies who wish to provide their customers with premium support services on a paid basis.


B.   The Company (“Company”) wishes to subscribe to the Service, and PaidSupport wishes to make the Service available under the terms of this Agreement. By clicking the "Submit" button to complete your Company registration form, a binding agreement will be executed between you and PaidSupport The Company should therefore read this Agreement carefully. If, however, you (the Company) do not agree to be bound by this Service Agreement do not click the “Submit” button. In such case you will not be able to register your PaidSupport Company account.

PaidSupport reserves the right to update and modify the Terms of Service at any time without notice. New features that may be added to the Service shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications. Violation of any part of the Terms of Service will result in termination of your account.


1.   Service


1.1.      The Service:  Subject to these Terms and Conditions, the Service provided by PaidSupport will enable the Company’s customers to purchase, and use premium support plans. PaidSupport will provide sales tools, track all support incidents by all such Customers; will provide billing and collection services with respect to all fees and charges resulting from sales of such plans (“Support Charges”); and will remit to Company its share of such Customer Charges, as and when collected.


1.2.      Requirements: You must provide your full legal name, company name, website address, and a valid email address, and any other required information to complete the sign up process. YOU AGREE THAT BY USING THIS SERVICE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.


A. You are responsible for maintaining the privacy and security of your account. PaidSupport will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.


B.   One person may not maintain more than one free account.


C.   Your use of the Service, including any content, information or functionality contained within it, is provided "as is" and "as available" with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and risk for your use of this Service.


D.   You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of PaidSupport.


E.   You may not use the service to store, host, or send unsolicited email (spam).


F.   You may not use the service to transmit any viruses, worms, or malicious content.


G.   PaidSupport makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected.


H.   PaidSupport, its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.


I.   If any provision of the Terms of Service is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.


J.   The failure of PaidSupport to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. The Terms of Service sets forth the entire understanding between you and PaidSupport as to the Service and supersedes any prior agreements between you and PaidSupport (including, but not limited to, prior versions of the Terms of Service).


1.3. Copyright and Ownership


A.   PaidSupport claims no intellectual property rights over the content you upload or provide to the Service.


B. PaidSupport owns the intellectual property rights to any and all protectable components of the Service, including but not limited to the name of the Service, artwork and end-user interface elements contained within the Service, many of the individual features, and the related documentation. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or dissemble any aspect of the Service which PaidSupport maintains.


2.    Billing; Laws, Etc.


2.1.      Billing and Collection:  The Company authorizes PaidSupport to bill and collect all Support Charges, and to charge back against Company’s share (as described below) of such Support Charges (i.e., gross collections less amounts owed to PaidSupport) any losses or expenses incurred by PaidSupport as a result of any failure or refusal of any Customer to pay any portion of such Support Charges.  Company agrees that it will not seek to collect any Support Charges directly from its Customers and will promptly remit to PaidSupport all amounts it receives from its clients in payment of such Support Charges. PaidSupport reserves the right to block support plan purchases from Customers  which have previously placed an order  for Company’s support plans and refused payment of charges.


2.2.      Compliance with Laws:  The Company will be solely responsible for compliance with all laws, rules and regulations of any kind (“Laws”) relating to the products and services that it offers to its clients or to its use of the Service provided hereunder.  The Service may be modified by PaidSupport from time to time as necessary to comply with Laws.  The Company must provide a description of services so that PaidSupport can disclose the information the Customer will be receiving, the cost of the support plan, the incident features and benefits included with such plans.


2.3.      Notification of Service Changes. Unless mandated by Laws, any change to the Service materially affecting the Company’s use of the Service, will be preceded by notification to the Company at least 30 days prior to implementation of the change, to the extent practical.  Changes to the Service required to comply with Laws may be implemented by PaidSupport without such 30 day notice, provided that PaidSupport will endeavor to give the Company as much prior notice as is practical under the circumstances.


2.4.      Third Party Providers.  PaidSupport may provide all or any part of the Service through third party service providers, such as billing services or others.  PaidSupport will use it reasonable business efforts in an attempt to avoid any major interruption of the Service.  However, Company acknowledges and agrees that PaidSupport is not responsible for interruption of the Service caused by hosting providers or other third party failures of any kind or from other causes outside its control.


3.   Fees; Payouts


3.1.     Professional Account: Shall consist of a Service Fee only.


A.   Service Fee

A Service Fee  (“Service Fee”) is to be deducted by PaidSupport from collections received from Company’s Support Charges at the time Customer Charges are billed.  The following tiered scale is used to calculate the Service Fee for each calendar month.

18% of Gross Customer Charges on amounts from $1 to $9,9999.

17% of Gross Customer Charges on amounts from $10,000 to $24,999.

16% of Gross Customer Charges on amounts from $25,000 to $49,999.

15% of Gross Customer Charges on amounts from $50,000 and up.


B.   Payouts

Payouts are sent on the 25th of the month payable by check or direct deposit for the preceding month's activity.


C.   Rolling Reserve. 10% of each calendar month’s gross revenue will be held for a period of 180 days. Each month’s reserve amount will be released on the immediate payout date following the 180 day reserve period providing the client has no negative Payout balance due. Company may modify its reserve percentage, and length of reserve at any time based on Clients transaction history by posting notice via its website. The client will be held financially responsible for the result of any and all chargebacks. A chargeback occurs when a party declines to pay the Customer Charges they were billed for the support plan. Chargebacks are deducted from the current month payout should they occur. Each month the client will receive a statement showing any chargeback activity.


3.2 Enterprise Account: Shall consist of a Maintenance Fee only.


A.   Maintenance Fee.

Company shall pre pay to PaidSupport for the selected upcoming period (a Monthly or Annual Maintenance Fee upon signup for an Enterprise account. (“Maintenance Fee”)

The Maintenance Fee is as follows:

Monthly Plan – $59 per month, per agent

Annual Plan – $49 per month, per agent


4.   Modifications to the Service and Fees


4.1     PaidSupport reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.


4.2     PaidSupport reserves the right to change fees upon 30 days notice. Fee change notices may be posted to the Service or on the PaidSupport website: http://www.PaidSupport.com


5.   Corrections of Data; Limitation of Liability; Indemnification.


5.1.     Correction of Data.    If there shall be any error in the data furnished to Company in any report provided hereunder, PaidSupport will correct such error as necessary at PaidSupport's expense within thirty (30) days after PaidSupport is informed of the error in writing.   The correction of such error at PaidSupport’s expense will be the only responsibility of PaidSupport and the Company sole and exclusive remedy with respect to such error.


5.2.     Limitation of Liability.  PAIDSUPPORT DISCLAIMS ALL WARRANTIES, EXRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT EXCEPT THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Without limiting the preceding sentence, PaidSupport will only be liable for damages caused by its employees’ gross negligence, purposeful malfeasance or knowing fraud for which conclusive proof has been submitted to PaidSupport within 30 days of the occurrence of the event or within five (5) business days after the Customer or its employees or agents first learn of the occurrence of such event, whichever is later, but in no event more than 90 days after the occurrence of the event.  PaidSupport will not, in any event, be liable for lost profits, special, indirect, incidental or consequential damages, even if advised of the possibility of such damages or any damages of any kind resulting from any failure of performance by any third party providing any part of the service.


5.3.     Force Majeure.  Neither Party will be liable for damages arising out of delays in processing or other non-performance caused by such events as accidents, fires, telecommunications failures, equipment failures, failures or fluctuations in electrical power, heat, light or air conditioning, labor disputes, strikes, riots, war, governmental regulations, third party non-performance, acts of God or other causes over which such party has no reasonable control.


5.4.     Customer Indemnification.  The Company hereby agrees to indemnify and hold harmless PaidSupport, from and against all costs, expenses, fees, and claims for damages of any kind or nature whatsoever related to or arising from (i) any failure of the Company to perform any of its obligations under this Agreement or any breach by Company of any Law, (ii) any act or failure to act within the care, custody or control of the Company, or (iii) any negligence or malfeasance by any employee or agent of the Company. No action undertaken by PaidSupport or any third party provider as an accommodation to the Company or any Cardholder will serve to eliminate, limit or release any of the Company’s indemnity obligations.


6.   General.


6.1.     Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without reference to any conflict of law principles.


6.2.     Entire Agreement; Right to Perform.  This Agreement (including these Terms and Conditions) represents the entire understanding between the Company and PaidSupport with respect to the matters described herein, supersedes all prior and contemporaneous agreements and understandings, written or oral, and may be amended only by a written instrument signed by each of the parties.


6.3.     Severability.  If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions will not be affected, and in place of such invalid or unenforceable provision, there will be added to this Agreement, a provision as similar in terms to the original provision as may be valid and enforceable.


6.4.     No Waiver.  No delay or failure to enforce any provision of this Agreement or waiver of any default will be deemed a waiver of the right to enforce any other provision or any subsequent default.


6.5.     Relationship of Parties.  In providing the Service hereunder, PaidSupport is acting only as an independent contractor.  Except as otherwise expressly provided herein: (a) PaidSupport does not undertake to perform any obligation of the Company, whether regulatory or contractual, or to assume any responsibility for the Company's business or operations, and (b) PaidSupport has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by PaidSupport under this Agreement.


6.6.     Binding Effect and Assignment.  This Agreement is binding on the parties and their respective successors and permitted assigns.  The Company may not assign or transfer this Agreement (whether or not in connection with a sale of the Company’s assets, stock or through merger or similar transaction) without the prior written consent of PaidSupport, which shall not be unreasonably withheld or delayed.  No such assignment will relieve the Company of any of its obligations under this Agreement.


6.7.     Attorneys' Fees.  If any action or proceeding is brought to interpret or enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees (including costs and expenses), in addition to any other relief to which it may be entitled.


6.8.     Arbitration.  Any dispute between the parties arising out of or relating to this Agreement or any of the transactions or relationships contemplated hereby shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association as then in effect, before a single arbitrator appointed in accordance with such rules.  The location of the arbitration shall be in Palm Beach County, Florida.


7.   Cancellation; Termination


A.   You alone are responsible for the proper cancellation of your account. You may cancel your account at any time by clicking on the Account link in the Service's navigation menu or by emailing PaidSupport. The Account screen provides a simple link to cancel your account.Phone requests to cancel your account will not be deemed as cancellation.


B.   Your account and all of its content will be deleted immediately upon your cancellation of the Service.


C.   You can cancel at any time, but you will remain liable for all charges accrued up to that time, including a Service Fee (Professional Account only) or Maintenance Fee (Enterprise Account only) for the month which you discontinued service. You will not be charged again. There will be no refund for unused credit even if you cancel.


D.   PaidSupport reserves the right to modify, suspend, or terminate your account at any time for any reason without notice or refund. We also reserve the right to delete all content associated with your account. PaidSupport may refuse service to anyone for any reason at any time.



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