Syntegratek Online Subscription Agreement
This Agreement is made effective on the date contained in the email sent from the PayPal Website upon completion of the subscription payment. This Agreement is made by and between the customer identified in the email ("Client") and Syntegratek, Inc., San Francisco, CA 94131-2175 ("Consultant").
The Client would like to receive from the Consultant computer consultations and Managed Services for the term of this Agreement. The Consultant is willing to provide such services in the manner set forth in this Agreement. The Client agrees that by completing the PayPal payment accessed by clicking on a subscription button on the Syntegratek website, www.syntegratek.com, or sent by email to client with a subscription link they are agreeing to the terms and conditions set forth in this agreement plus the conditions specified in any email containing the subscription link.
Standard Charges. The Consultant agrees to provide to the Client, and the Client agrees to purchase from the Consultant computer consultation services. Such services shall be chargeable to the Client at the rate of One Hundred Fifty Dollars ($150.00) per hour. For all services provided at the Client's work site, two (2) hours will be the minimum charged per visit by the Consultant. For all services provided by remote access or telephone one half (0.5) hour will be the minimum charged per consultation session by the Consultant. Unless the parties otherwise agree in writing the Client shall pay to the Consultant the full amount which becomes owing for the actual number hours worked within fifteen (15) days after the hours are worked.
Managed Services. The Consultant agrees to provide to the Client, and the Client agrees to purchase from the Consultant managed services.
Managed Services is an umbrella term for the monitoring and maintaining of computers, networks, and software. The managed services require the installation of monitoring, remote access and anti-virus on the Client’s computers. The software provides real time monitoring of network, server, and workstation devices for availability, preventative maintenance, and critical computer performance metrics. The managed services provided by this agreement include the installation of the following software:
Saaz Monitoring. This software provides for the active and real time monitoring of the computer, weekly cleaning of the computer’s temporary files, and weekly scanning and deletion of spyware and/or other malware programs.
AGV Anti-Virus Professional Edition. The anti-virus software provided under this contract is fully licensed and the right to use this software remains in force for the term of this agreement.
LogMeIn Remote Access Software. The remote access software is provided to facilitate technical support by allowing a technician to remotely control the computer. The user of the computer will have to provide the support personnel with the computer’s username and password prior to the support session. The anti-spyware software provided under this contract is fully licensed and the right to use this software remains if force for the term of this agreement.
Spybot Search and Destroy SBE. The anti-spyware software provided under this contract is fully licensed and the right to use this software remains if force for the term of this agreement.
MozyPro Backup. This software provides for the backup of all critical Client data. It does not provide nor does it constitute a disaster recovery solution. Additional fees may be incurred if the Client’s data needs to be retrieved from MozyPro and restored to their computer.
FreeMyIt Robots. FreeMyIt robots are installed on an as needed basis to facilitate remote troubleshooting. These agents run in the background and make it possible for a technician to remotely determine the status of a computer and perform rudimentary troubleshooting tasks.
The Syntegratek Maintenance Subscription Plan shall be chargeable to the Client at the rate of:
$8.95 per month for a 10 Gig online desktop backup service.
$2.45 per month for an additional 5 Gigabytes of data backup space
$19.95 per month for Desktop Plan A.
$39.95 per month for Desktop Plan B.
$59.95 per month for Desktop Plan C.
$79.95 per month for Server Plan A.
$149.95 per month for Server Plan B.
$199.95 per month for Server Plan C.
Payment for the Managed Services will be by credit card and billed automatically via a custom PayPal subscription on a monthly basis.
Plan A. Plan A subscriptions includes all of the managed services described in the Managed Services section for either a desktop or server class machine. The Desktop Plans provide 10 Gigabytes of online backup data storage space. The Server Plans provide 20 Gigabytes of online backup data storage space.
Plan B. Plan B subscriptions includes all of the managed services described in the Managed Services section and Plan A for either desktop or server class machines. In addition Plan B provides for unlimited maintenance technical consulting delivered by the telephone or via Remote Access.
Plan C. Plan C subscriptions includes all of the managed services described in the Managed Services section and Plans A and B for either desktop or server class machines. In addition Plan C provides for unlimited onsite maintenance technical consulting.
Number Of Machines and Term Modifications. Each subscription plan is for a single machine and is non-transferable. If more than one machine is to be covered by a Maintenance Plan a special PayPal subscription will be created and the terms of this agreement will apply once the PayPal subscription has been competed by the client. Any modifications to the terms of this agreement will be sent to the Client as an email Exhibit. The Client agrees that by completing the PayPal payment subscription accessed by clicking on a link in the email that they are agreeing to the terms and conditions set forth in this agreement.
Backups. The Client certifies that all data and software has been backed-up in an accessible format. If the Client knows or suspects that there is a problem with its backup or the MozyPro backup, notice must be given immediately to Consultant. Consultant shall have no responsibility or liability for a loss of any data or software which could have been avoided by the Client having an adequate back-up.
Licenses. The Client agrees that it will obtain all necessary and appropriate licenses and other consents to use all software in connection with any computer hardware and software on which Consultant will be working. The Client agrees that it will not request the Consultant to install any software for which the Client does not possess a valid license or consent. The Client agrees to indemnify, defend, and forever hold the Consultant harmless for all claims of any kind or nature which relate, directly or indirectly, to any use, installation, maintenance, removal, or other dealing with any systems, utilities, or application software or other information or programs in the possession of the Client for which the Client does not possess a good and valid license or other appropriate consent or authorization for use.
Proprietary Rights. The Consultant recognizes that the Client may have inventions, copyrights, products, machinery, apparatus, prices, discounts, costs, business affairs, future plans, trade secrets, process information, customer lists, technical information, product design information, and other proprietary information (hereinafter collectively referred to as "Information") which are valuable, special, and unique assets of the Client. The Consultant agrees that it will not use any Information for the Consultant's own benefit, and that it will not divulge, disclose, or communicate any Information to any third party without the prior written consent of the Client. The provisions in this paragraph shall remain in full force and effect after any termination of this Agreement.
Subcontracts and Employees. Consultant is authorized to hire or subcontract persons and firms to assist in the performance of this Agreement. Consultant shall remain solely responsible for all work performed under this Agreement, and shall provide necessary supervision to all employees or subcontractors utilized by Consultant for performance under this Agreement.
Assignment. Neither the rights, nor the obligations, of either party under this Agreement may be assigned or delegated without the prior written consent of both parties.
Hiring Restriction. The Client acknowledges that the Consultant has made a substantial investment in time, money, and training in connection with retaining its employees and subcontractors. Therefore, the Client agrees that if it shall extend employment to, or otherwise retain the services of, any of the Consultant's employees or subcontractors during the term of this Agreement or for a period of one (1) year after any termination of this Agreement, then Client agrees to pay to Consultant at the time of hiring or retaining the employee or subcontractor a lump sum equal to fifty percent (50%) of the annual or annualized salary paid by Client to the employee or subcontractor.
Independent Contractor. The parties acknowledge and agree that the Consultant is an independent contractor, and not an employee of the Client. The Client will not provide any wages, salary, fringe benefits, health or other insurance benefits, vacation, or other employee benefits to the Consultant, its employees, or its subcontractors.
Term. This Agreement shall be for a term of 12 Months beginning on the effective date of this Agreement. Either party may terminate this Agreement prior to the end of its scheduled term if the other party has failed to comply with the terms of this Agreement, and if written notice to the other party has been provided setting forth the nature of the breach or default and such default has not been cured within thirty (30) calendar days after such notice is provided. However, in the event of a failure to pay any amount owing to the Consultant under this Agreement within fifteen (15) calendar days of the date when due, such opportunity to cure the default will, in the discretion of the Consultant, not be granted. In the event of a termination as a result of a breach or default on the part of the Client, the Consultant shall be entitled to receive from the Client all amounts which are owing for the twelve month subscription period. In the event of a termination as a result of a breach or default on the part of the Consultant, the Consultant shall be entitled to receive compensation owed for any additional services provided to the Client. Upon any termination of this Agreement, the Consultant shall deliver to the Client all records, notes, data, memoranda, models, and equipment which are the property of the Client. This agreement will auto renew for another term of 12 Months unless the Client has notified the Consultant of their intent to terminate the Agreement.
Services Not A Guaranty. The Client acknowledges and agrees that this Agreement and the services to be provided by the Consultant hereunder shall not constitute a guaranty that the Client will not have or continue to have problems with computer hardware or software, or develop new problems, even as the result of the services provided by Consultant. The Client specifically agrees to release Consultant from, and to indemnify, defend, and forever hold the Consultant harmless against, any loss or damage of any kind or nature, including, without limitation, incidental and consequential damages, which may result from any of the following: problems with any hardware or any application, utilities, or systems software which the Client does not have appropriate authority to use; any problems associated with the installation or removal of any systems, application, or utilities software, or the installation or removal of hardware, contrary to the advice of the Consultant; any computer virus, software virus, spyware, or any type of software designed to infiltrate or damage a computer system with or without the owner/user’s informed consent. In the event that the Client’s hardware or software is damaged or destroyed as a result of negligent or other conduct of the Consultant, the Consultant shall not be responsible for any incidental, consequential, or any other damages of any kind or nature, save and except as provided below. In the event of damaged or destroyed hardware caused by the negligent or other conduct of Consultant, Consultant will have the right to cause the hardware to be repaired or, if necessary, replaced with equivalent hardware. In the event of damage to, or destruction of, any application, utilities, or systems software caused by the negligent or other conduct of Consultant, Consultant shall have a reasonable opportunity to attempt cure or correct the problem or, if necessary, to replace the software with equivalent software. In connection with the above, the Consultant shall be authorized to take such repair or replacement actions, in the Consultant's discretion, at the Client work site or at any other location. The total aggregate liability of the Consultant for any damage or destruction to hardware or software caused solely or partially by Consultant shall be limited to the total amounts earned by the Consultant from the Client for services provided to the Client during a ninety (90) day period immediately preceding the date at which the damage or destruction occurred.
Entire Agreement. This Agreement constitutes the entire Agreement of the parties. There are no promises, warranties, or representations which have been made by either party which are not set forth in this Agreement. This Agreement replaces and supersedes all prior written and oral Agreements between the parties, except all current Service Orders and Service Agreements.
Waiver. The failure of either party to enforce any term or provision in this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with such term or provision, or any other term or provision, of this Agreement.
Attorneys Fees. In the event that an arbitration action is brought by any party under this Agreement to enforce any of its terms, it is agreed that the prevailing party shall be entitled to recover from the other party such reasonable attorneys fees, costs and expenses as the arbitrator shall order.
Enforceability. In the event that any term or provision of this Agreement is deemed to be invalid, void, or unenforceable for any reason, that term or provision shall be excised from this Agreement, and the remaining provisions of this Agreement will continue in full force and effect.
Applicable Law. This Agreement shall be construed in accordance with, and be governed by, the laws of the State of California, and any action to enforce the terms of this Agreement shall be brought in Alameda County, California.
Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved, at the request of either party, through binding arbitration. Arbitration shall be conducted in Alameda County, California,, in accordance with the then existing rules of the American Arbitration Association. Judgment upon any award by the arbitrator or arbitrators may be entered by any court having jurisdiction over the award.
Signatures. This Agreement is executed electronically, by completion of PayPal Subscription and/or by completion of the online form. Completion of the PayPal subscription by the Client and performance of the services shall have the same effect as signatures.
Executed effective the day and year when the email generated by PayPal is received by Syntegratek, Inc. at the email address of ken.maki@syntegratek.com
Syntegratek’s Mailing Address:
Syntegratek, Inc.
5214F Diamond Heights Blvd.
Suite 504
San Francisco, CA 94131-2175
info@syntegratek.com
By: Ken Maki
Title: CEO
"Consultant"
Customer information will be obtained by completing the subscription from the PayPal website.
This Agreement is made effective on the date contained in the email sent from the PayPal Website upon completion of the subscription payment. This Agreement is made by and between the customer identified in the email ("Client") and Syntegratek, Inc., San Francisco, CA 94131-2175 ("Consultant").
The Client would like to receive from the Consultant computer consultations and Managed Services for the term of this Agreement. The Consultant is willing to provide such services in the manner set forth in this Agreement. The Client agrees that by completing the PayPal payment accessed by clicking on a subscription button on the Syntegratek website, www.syntegratek.com, or sent by email to client with a subscription link they are agreeing to the terms and conditions set forth in this agreement plus the conditions specified in any email containing the subscription link.
Standard Charges. The Consultant agrees to provide to the Client, and the Client agrees to purchase from the Consultant computer consultation services. Such services shall be chargeable to the Client at the rate of One Hundred Fifty Dollars ($150.00) per hour. For all services provided at the Client's work site, two (2) hours will be the minimum charged per visit by the Consultant. For all services provided by remote access or telephone one half (0.5) hour will be the minimum charged per consultation session by the Consultant. Unless the parties otherwise agree in writing the Client shall pay to the Consultant the full amount which becomes owing for the actual number hours worked within fifteen (15) days after the hours are worked.
Managed Services. The Consultant agrees to provide to the Client, and the Client agrees to purchase from the Consultant managed services.
Managed Services is an umbrella term for the monitoring and maintaining of computers, networks, and software. The managed services require the installation of monitoring, remote access and anti-virus on the Client’s computers. The software provides real time monitoring of network, server, and workstation devices for availability, preventative maintenance, and critical computer performance metrics. The managed services provided by this agreement include the installation of the following software:
Saaz Monitoring. This software provides for the active and real time monitoring of the computer, weekly cleaning of the computer’s temporary files, and weekly scanning and deletion of spyware and/or other malware programs.
AGV Anti-Virus Professional Edition. The anti-virus software provided under this contract is fully licensed and the right to use this software remains in force for the term of this agreement.
LogMeIn Remote Access Software. The remote access software is provided to facilitate technical support by allowing a technician to remotely control the computer. The user of the computer will have to provide the support personnel with the computer’s username and password prior to the support session. The anti-spyware software provided under this contract is fully licensed and the right to use this software remains if force for the term of this agreement.
Spybot Search and Destroy SBE. The anti-spyware software provided under this contract is fully licensed and the right to use this software remains if force for the term of this agreement.
MozyPro Backup. This software provides for the backup of all critical Client data. It does not provide nor does it constitute a disaster recovery solution. Additional fees may be incurred if the Client’s data needs to be retrieved from MozyPro and restored to their computer.
FreeMyIt Robots. FreeMyIt robots are installed on an as needed basis to facilitate remote troubleshooting. These agents run in the background and make it possible for a technician to remotely determine the status of a computer and perform rudimentary troubleshooting tasks.
The Syntegratek Maintenance Subscription Plan shall be chargeable to the Client at the rate of:
$8.95 per month for a 10 Gig online desktop backup service.
$2.45 per month for an additional 5 Gigabytes of data backup space
$19.95 per month for Desktop Plan A.
$39.95 per month for Desktop Plan B.
$59.95 per month for Desktop Plan C.
$79.95 per month for Server Plan A.
$149.95 per month for Server Plan B.
$199.95 per month for Server Plan C.
Payment for the Managed Services will be by credit card and billed automatically via a custom PayPal subscription on a monthly basis.
Plan A. Plan A subscriptions includes all of the managed services described in the Managed Services section for either a desktop or server class machine. The Desktop Plans provide 10 Gigabytes of online backup data storage space. The Server Plans provide 20 Gigabytes of online backup data storage space.
Plan B. Plan B subscriptions includes all of the managed services described in the Managed Services section and Plan A for either desktop or server class machines. In addition Plan B provides for unlimited maintenance technical consulting delivered by the telephone or via Remote Access.
Plan C. Plan C subscriptions includes all of the managed services described in the Managed Services section and Plans A and B for either desktop or server class machines. In addition Plan C provides for unlimited onsite maintenance technical consulting.
Number Of Machines and Term Modifications. Each subscription plan is for a single machine and is non-transferable. If more than one machine is to be covered by a Maintenance Plan a special PayPal subscription will be created and the terms of this agreement will apply once the PayPal subscription has been competed by the client. Any modifications to the terms of this agreement will be sent to the Client as an email Exhibit. The Client agrees that by completing the PayPal payment subscription accessed by clicking on a link in the email that they are agreeing to the terms and conditions set forth in this agreement.
Backups. The Client certifies that all data and software has been backed-up in an accessible format. If the Client knows or suspects that there is a problem with its backup or the MozyPro backup, notice must be given immediately to Consultant. Consultant shall have no responsibility or liability for a loss of any data or software which could have been avoided by the Client having an adequate back-up.
Licenses. The Client agrees that it will obtain all necessary and appropriate licenses and other consents to use all software in connection with any computer hardware and software on which Consultant will be working. The Client agrees that it will not request the Consultant to install any software for which the Client does not possess a valid license or consent. The Client agrees to indemnify, defend, and forever hold the Consultant harmless for all claims of any kind or nature which relate, directly or indirectly, to any use, installation, maintenance, removal, or other dealing with any systems, utilities, or application software or other information or programs in the possession of the Client for which the Client does not possess a good and valid license or other appropriate consent or authorization for use.
Proprietary Rights. The Consultant recognizes that the Client may have inventions, copyrights, products, machinery, apparatus, prices, discounts, costs, business affairs, future plans, trade secrets, process information, customer lists, technical information, product design information, and other proprietary information (hereinafter collectively referred to as "Information") which are valuable, special, and unique assets of the Client. The Consultant agrees that it will not use any Information for the Consultant's own benefit, and that it will not divulge, disclose, or communicate any Information to any third party without the prior written consent of the Client. The provisions in this paragraph shall remain in full force and effect after any termination of this Agreement.
Subcontracts and Employees. Consultant is authorized to hire or subcontract persons and firms to assist in the performance of this Agreement. Consultant shall remain solely responsible for all work performed under this Agreement, and shall provide necessary supervision to all employees or subcontractors utilized by Consultant for performance under this Agreement.
Assignment. Neither the rights, nor the obligations, of either party under this Agreement may be assigned or delegated without the prior written consent of both parties.
Hiring Restriction. The Client acknowledges that the Consultant has made a substantial investment in time, money, and training in connection with retaining its employees and subcontractors. Therefore, the Client agrees that if it shall extend employment to, or otherwise retain the services of, any of the Consultant's employees or subcontractors during the term of this Agreement or for a period of one (1) year after any termination of this Agreement, then Client agrees to pay to Consultant at the time of hiring or retaining the employee or subcontractor a lump sum equal to fifty percent (50%) of the annual or annualized salary paid by Client to the employee or subcontractor.
Independent Contractor. The parties acknowledge and agree that the Consultant is an independent contractor, and not an employee of the Client. The Client will not provide any wages, salary, fringe benefits, health or other insurance benefits, vacation, or other employee benefits to the Consultant, its employees, or its subcontractors.
Term. This Agreement shall be for a term of 12 Months beginning on the effective date of this Agreement. Either party may terminate this Agreement prior to the end of its scheduled term if the other party has failed to comply with the terms of this Agreement, and if written notice to the other party has been provided setting forth the nature of the breach or default and such default has not been cured within thirty (30) calendar days after such notice is provided. However, in the event of a failure to pay any amount owing to the Consultant under this Agreement within fifteen (15) calendar days of the date when due, such opportunity to cure the default will, in the discretion of the Consultant, not be granted. In the event of a termination as a result of a breach or default on the part of the Client, the Consultant shall be entitled to receive from the Client all amounts which are owing for the twelve month subscription period. In the event of a termination as a result of a breach or default on the part of the Consultant, the Consultant shall be entitled to receive compensation owed for any additional services provided to the Client. Upon any termination of this Agreement, the Consultant shall deliver to the Client all records, notes, data, memoranda, models, and equipment which are the property of the Client. This agreement will auto renew for another term of 12 Months unless the Client has notified the Consultant of their intent to terminate the Agreement.
Services Not A Guaranty. The Client acknowledges and agrees that this Agreement and the services to be provided by the Consultant hereunder shall not constitute a guaranty that the Client will not have or continue to have problems with computer hardware or software, or develop new problems, even as the result of the services provided by Consultant. The Client specifically agrees to release Consultant from, and to indemnify, defend, and forever hold the Consultant harmless against, any loss or damage of any kind or nature, including, without limitation, incidental and consequential damages, which may result from any of the following: problems with any hardware or any application, utilities, or systems software which the Client does not have appropriate authority to use; any problems associated with the installation or removal of any systems, application, or utilities software, or the installation or removal of hardware, contrary to the advice of the Consultant; any computer virus, software virus, spyware, or any type of software designed to infiltrate or damage a computer system with or without the owner/user’s informed consent. In the event that the Client’s hardware or software is damaged or destroyed as a result of negligent or other conduct of the Consultant, the Consultant shall not be responsible for any incidental, consequential, or any other damages of any kind or nature, save and except as provided below. In the event of damaged or destroyed hardware caused by the negligent or other conduct of Consultant, Consultant will have the right to cause the hardware to be repaired or, if necessary, replaced with equivalent hardware. In the event of damage to, or destruction of, any application, utilities, or systems software caused by the negligent or other conduct of Consultant, Consultant shall have a reasonable opportunity to attempt cure or correct the problem or, if necessary, to replace the software with equivalent software. In connection with the above, the Consultant shall be authorized to take such repair or replacement actions, in the Consultant's discretion, at the Client work site or at any other location. The total aggregate liability of the Consultant for any damage or destruction to hardware or software caused solely or partially by Consultant shall be limited to the total amounts earned by the Consultant from the Client for services provided to the Client during a ninety (90) day period immediately preceding the date at which the damage or destruction occurred.
Entire Agreement. This Agreement constitutes the entire Agreement of the parties. There are no promises, warranties, or representations which have been made by either party which are not set forth in this Agreement. This Agreement replaces and supersedes all prior written and oral Agreements between the parties, except all current Service Orders and Service Agreements.
Waiver. The failure of either party to enforce any term or provision in this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with such term or provision, or any other term or provision, of this Agreement.
Attorneys Fees. In the event that an arbitration action is brought by any party under this Agreement to enforce any of its terms, it is agreed that the prevailing party shall be entitled to recover from the other party such reasonable attorneys fees, costs and expenses as the arbitrator shall order.
Enforceability. In the event that any term or provision of this Agreement is deemed to be invalid, void, or unenforceable for any reason, that term or provision shall be excised from this Agreement, and the remaining provisions of this Agreement will continue in full force and effect.
Applicable Law. This Agreement shall be construed in accordance with, and be governed by, the laws of the State of California, and any action to enforce the terms of this Agreement shall be brought in Alameda County, California.
Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved, at the request of either party, through binding arbitration. Arbitration shall be conducted in Alameda County, California,, in accordance with the then existing rules of the American Arbitration Association. Judgment upon any award by the arbitrator or arbitrators may be entered by any court having jurisdiction over the award.
Signatures. This Agreement is executed electronically, by completion of PayPal Subscription and/or by completion of the online form. Completion of the PayPal subscription by the Client and performance of the services shall have the same effect as signatures.
Executed effective the day and year when the email generated by PayPal is received by Syntegratek, Inc. at the email address of ken.maki@syntegratek.com
Syntegratek’s Mailing Address:
Syntegratek, Inc.
5214F Diamond Heights Blvd.
Suite 504
San Francisco, CA 94131-2175
info@syntegratek.com
By: Ken Maki
Title: CEO
"Consultant"
Customer information will be obtained by completing the subscription from the PayPal website.