1. The Customer shall pay monthly Service fees during the term hereof. The Customer shall be entitled to use this Service for online business applications under the requirements and restrictions as listed in the subscription package which the Customer has subscribed to. The Customer will be invoiced in advance for each month of Service on the 21st day of the preceding month and if payment is not made by the following 21st, said payment will be deemed overdue and subject to late fees and penalties as determined by Accel Office.

 

2. The Customer understands that the Service is provided "as is" and must be
configured, setup and designed by the Customer or their agent within the limits of
the Service offering or package limitations and does not include any custom features
or modifications to fit the individual needs of the Customer except by separate
agreement with Accel Office. All subscription fees are non-refundable once paid and
the Services may be terminated if any overdue subscription fees are not paid in full
after 30 days following the day they are due and payable

 

3. The ToDoz application software remains the property of Accel Office as well as any
other associated software or hardware supplied by Accel Office to accomplish the
provisioning of Service, and cannot be provided to the Customer for any reason
beyond the scope of this agreement.

 

4. The Customer shall receive from Accel Office the login and password information necessary for accessing the Service from any Personal Computer with an appropriate Internet browser and Internet connection. Upon termination of this agreement and upon Customer request in writing, Accel Office shall provide upon payment of a $50 service charge, all data files then held for the Customer. Accel Office shall endeavor to provide on standard CDROM data disc(s) a complete copy of such data. The Customer shall indemnify and hold harmless Accel Office, its officers, directors, employees and agents for any lost data or omissions that may arise from this process. The Customer understands that the data being stored on Accel Office's servers and equipment is the sole responsibility of the Customer and should be
downloaded to a Customer-provided safe location at regular intervals to prevent any such loss or damage.

 

5. The Service provided under this agreement is for the sole use of the customer, their employees, and their associates who are granted access to the Service by the Customer. The Service is not available for resale, reassignment, transfer or use by any other party other than the one for which it is assigned to under the terms of this agreement unless provided for under separate agreement with Accel Office. The
Customer shall be solely responsible for managing, maintaining and authorizing all users of the Service and will be held liable for any misuse or violation of any terms and conditions imposed by this Agreement. The Customer understands that it is the sole party in control of its Service login and password security.

 

6. Accel Office's Service can only be used for lawful purposes. The transmission of any material to and from the Internet in violation of any local, state, national, or international law or regulation is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be illegal, threatening or obscene, material protected by trade secret, or material that is otherwise deemed to be proprietary or judged by Accel Office to be inappropriate or improper such as offering illegal substances and products over the Internet and generating unsolicited bulk E- mail messages. Accel Office reserves the right to monitor the Customer's Internet Traffic and ToDoz Service activities and use, which Accel Office provides under the terms of this Agreement. Upon the occurrence of an unresolved default or violation
by the Customer of the terms of this Agreement, Accel Office reserves the right, in addition to any other legal remedies which may be available, to terminate service to the Customer and deny Customer access or retrieval of any data or information stored in Accel Office equipment.

 

7. Accel Office offers the Customer access to the Services provided by the ToDoz online applications over the Internet. The Customer hereby acknowledges that the Internet and the Customer's Internet connection is not owned, operated, managed by, or in any way affiliated with or by Accel Office or any of its affiliates, and that it is a separate network of computers independent of Accel Office. Access to the Internet
is dependent on numerous factors, technologies, and systems, most of which are beyond Accel Office's authority and control. The Internet speed of the Customer connection may be subject to delays caused by this connection or the Internet itself and in no way is Accel Office responsible for the day-to-day performance of the Internet. The Customer's use of the Internet to access the Service is solely at the
Customer's own risk and is subject to all applicable local, state, national, and international laws and regulations.

 

8. Access to other networks connected to Accel Office's server must comply with the rules appropriate for those other networks. Accel Office exercises no control whatsoever over the content of the information passing through its server from one network to another. All information passing through or residing on Accel Office equipment must comply with all local, state, national and international laws will be
subject to immediate removal, termination of Service, loss of all such data or information and persons responsible subject to prosecution.

 

9. Accel Office makes no warranty, expressed or implied, including, but not limited to, those of merchantability or fitness for any particular purpose. This includes loss of data resulting from delays, non-deliveries, mis-deliveries or service interruptions however caused. Use of any information obtained by Accel Office's Service is at the Customer's own risk. Accel Office specifically disclaims any responsibility for the
accuracy or quality of information obtained through this Service or Accel Office's server or network connection.

 

10. Accel Office performs routine backups of all data to ensure that all stored data is reasonably and professionally protected. However, routine maintenance and periodic system repairs, upgrades and reconfigurations, public emergencies or necessity,
force majeure, restrictions imposed by law, acts of God, labor disputes and other situations, including but not limited to mechanical, electrical or electronic breakdowns may result in temporary impairment or interruption of service and possible loss of data or information. Accel Office is not responsible or liable for damages arising out of the loss of, unauthorized access to, loss of use of, damage to,
corruption of, inability to access, or inability to manipulate electronic data or
information due to but not limited to any of the following;

 (a) Failures or degradations of Customer provided personal computers, operating systems, browsers and/or their associated data and configurations used to access the Services;

(b) Customer misuse or mistakes while using or accessing the Service;

(c) Failures during data transfers to and from the ToDoz server over any Internet connection;

(d) Losses during or after configuring or installing hardware and/or software in Accel Office's or the Customer's computer equipment, data storage equipment, any associated network equipment or any Internet hosting or browser appliances;

(e) Any parties accessing, using in an illegal manner or causing damage to the Customer's data, information or programs.

As a result, Accel Office does not guarantee or warrant the reliability of any data or information stored in its equipment nor guarantees continuous or uninterrupted Service and reserves the right from time to time to temporarily reduce or suspend Service without notice. The Customer shall indemnify and hold harmless Accel Office, its owners, officers, directors, employees and agents for any and all
obligations, charges, claims, disputes, liabilities, costs and fees incurred as the result of such omissions or misuse of Service, interruptions, damages or loss and any additional charges for such remedy work nor be entitled to any type of refund.

 

11. Accel Office reserves the right to deny Service to any Customer who damages, attempts to damage or degrades the ToDoz online server, data storage or network equipment for any reason, intentional or otherwise. If possible, the Customer will receive a warning and have 24 hours from such warning to rectify the situation, otherwise Accel Office shall have the right to take any preventive measures it deems
necessary to protect the ToDoz equipment and Internet network connection. This may include but not be limited to immediate interruption and possible termination of service, blocking of any IP addresses involved and the reporting of any violations of Internet rules and regulations to the appropriate authorities.

 

12. The Customer shall indemnify Accel Office, its affiliates, officers, directors, licensees, and licensers of any and all claims and expenses, including, without limitation, reasonable attorney's fees arising from Customer breach of any provision of this Agreement.

 

13. This Agreement is deemed to be entered into within the State of Washington. The parties agree that any dispute arising under this Agreement shall have its venue in King County, Washington and any such dispute shall be governed by and constructed in accordance with the laws of the State of Washington.

 

14. Accel Office may assign this Agreement without the Customer's prior consent and all of Accel Office's rights, title, and interest herein shall inure to the benefit of such assignee, its successors and assigns. This Agreement shall not be assignable by the Customer except with the written consent of Accel Office. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.

 

15. This Agreement may be modified only by a written instrument signed by the party against which the modification is being enforced.

 

16. Any notice required to be given hereunder shall be in writing and shall be deemed to have been delivered when deposited in the United States mail, registered or certified mail, return receipt requested with adequate postage affixed and addressed to the persons set forth in the signature block hereto or to such other address as either party may provide to the other in accordance with the provisions
hereof. A copy of any notice to Accel Office shall be sent to:

 

 

17.This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby and supersedes any other prior or simultaneous agreement relating to such matters.