You agree you shall use the Company's services only for lawful purposes. Company and You agree to the following provisions:
Company agrees to provide services to You in accordance with the TrioSync Exchange Mail Service Level Agreement in return for your payment for Company's services, your execution and compliance with this agreement, and your compliance with Company's Acceptable Use Policy and No-Spam Policy all incorporated by reference herein. Provision of Company's services shall commence once Company has received both Your payment for Company's services and this Master Service Agreement (Agreement) duly executed by You by clicking "SUBMIT" above.
The Agreement Term is either the Initial Term or Renewal Term as defined herein. The Initial Term is defined as the time period from the date of your initial payment and execution of this Agreement, whichever occurs later, through the remainder of the calendar month in which this Agreement was executed. The Renewal Term is defined as one calendar month beginning at the end of any prior Agreement Term.
This Agreement shall renew automatically at the end of the prior Agreement term unless terminated in accordance with this Agreement either by You or by the Company. We reserve the right to modify the Master Service Agreement and Service Level Agreement (or any portion thereof) at any time without notice. When a new Agreement term begins, the then current Master Service Agreement and Service Level Agreement shall apply. Please review this agreement from time to time so that you will be apprised of any changes.
You may terminate this Agreement at any time, for any reason, by contacting Customer Care.
THE COMPANY SHALL NOT BE REQUIRED TO REFUND TO YOU AMOUNTS ALREADY PAID FOR THE MONTH IN WHICH YOU TERMINATE THE AGREEMENT. TERMINATION OF YOUR ACCOUNT WILL NOT CANCEL OR WAIVE ANY FEES OWED TO THE COMPANY PRIOR TO OR AT ACCOUNT TERMINATION. YOUR DATA AND ACCOUNT SETTINGS ARE IRREVOCABLY DELETED AFTER ACCOUNT TERMINATION, INCLUDING BUT NOT LIMITED TO, WEB SITE CONTENT, DATABASES, AND EMAIL MESSAGES. SECURING ALL NEEDED DATA FROM YOUR ACCOUNT PRIOR TO ACCOUNT TERMINATION SHALL BE SOLELY YOUR RESPONSIBILITY.
The Company may terminate this Agreement without cause at any time, for any reason, by providing written or electronic mail notice of termination to your Exchange email contact address no less than fifteen calendar days prior to the service termination. If the effective date of the termination occurs prior to the end of the Agreement Term, Company shall refund or not charge You the monthly hosting fees for the month in which Services terminate.
To terminate your account for the Company's violation of the terms of this Agreement or the Service Level Agreement, You shall provide to Company in writing, via email, or via certified mail, the details of the Company's violation and allow the Company a reasonable time to cure any such violation prior to termination of your account.
THE COMPANY MAY TERMINATE SERVICES TO YOU IMMEDIATELY AND WITHOUT PRIOR NOTICE (TERMINATION FOR CAUSE) FOR ANY OR ALL OF THE FOLLOWING REASONS:
ANY MATERIAL BREACH OF THIS AGREEMENT, WHICH INCLUDES BUT IS NOT LIMITED TO VIOLATION OF THE COMPANY'S ACCEPTABLE USE OR NO SPAM POLICIES; OR ANY NON-MATERIAL BREACH OF THIS AGREEMENT WHICH REMAINS UNCURED BEYOND A REASONABLE TIME AFTER BREACH NOTIFICATION; AND FAILURE TO PROVIDE AND KEEP CURRENT ALL CONTACT AND BILLING INFORMATION.
IN THE EVENT OF TERMINATION FOR CAUSE, THE COMPANY SHALL NOT REFUND ANY PAID FEES. TERMINATION FOR CAUSE WILL NOT CANCEL OR WAIVE ANY FEES OWED TO THE COMPANY PRIOR TO ACCOUNT TERMINATION.
You agree to be billed at the beginning of the Agreement Term for all recurring and one-time charges, including but not limited to late fees and termination charges, for all Company's services ordered by You and for any fees You owe to the Company. You further agree to be billed for any additional services ordered at the time the additional services are ordered and also at the beginning of each Renewal Term. Invoice information is provided to You by the Company via email.
You understand and agree that You are responsible for monitoring and maintaining your accounts within all plan-specified usage limits. In the event your usage exceeds these limits for your account, Company will issue warnings to the contact e-mail on Your account. If you continue to exceed these limits for your account, You agree the Company may charge You for such excess usage at the then-published price on the Company's web site. The Company may also increase the limits for your account and charge you accordingly for future periods of service. Usage and associated charges for excess usage shall be determined based solely by the Company's statistical information. Unused monthly allotments shall not accrue or carry over from one month to any other month.
The Company shall not be liable for taxes and other governmental fees and assessments to be paid which are related to purchases made from You or from the Company's server. You agree that You shall be solely responsible for all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of services provided to You by the Company.
Any material and data You provide to the Company in connection with the Company's services shall Server Ready. Server Ready is defined as being in a condition and form, as determined solely by the Company, which requires no additional manipulation or verification on the part of the Company. Attempting to place or requesting placement of Non-Server-Ready material or data on the Company?s servers shall be a breach of this Agreement.
The Company may, in its sole discretion, reject material or data that You have placed, attempted to place, or have requested be placed on the Company's servers. The Company agrees to notify You immediately of its rejection of the material or data and provide You with an opportunity to amend or modify the material or data to meet the requirements of the Company.
We guarantee 100% network accessibility and hardware uptime for all customers. During the regular course of business, a complete network or hardware failure should never occur. If there is a network or hardware failure, Theosys will compensate affected customers with a credit equivalent to service outage on per minute basis vis-à-vis monthly fee without tax. SLA credits can be claimed to a maximum matching one month's service. The outage must be caused by problems related to the network connecting servers provided by Theosys and the rest of the Internet, and must be confirmed from multiple Internet access points:
Network failure
Power failure
Hardware failure
Operating system failure
Delay in hardware replacement
This guarantee is limited to network failures as well as the hardware directly under the control of the IDC. The guarantee does not apply to external network problems that could cause local issues with Internet service providers. The guarantee, under no circumstances and with no limit, does not apply to any service outage caused by defective hardware or software, service outages caused by violation of the Acceptable Use Policy, network slowdown, planned maintenance, or any other event not directly controlled by Theosys or IDC service provider. Any credit request relating to problems not arising from network outages will be analyzed and treated individually, and not as being subject to the uptime guarantee.
Any claim must be submitted to support@theosys.com before a maximum of seven days after the end of the relevant month. Requests will be treated within 10 to 15 working days following receipt of the document.
THE COMPANY PROVIDES SERVICES AS IS AND WITH ALL RISKS. YOU EXPRESSLY AGREE THAT USE OF THE COMPANY'S SERVICES IS AT YOUR SOLE RISK.
End user product support is limited only setup instructions in compatible Email clients on a PC or Laptop with Microsoft OS and Mac OS. The company does not provide installation or configuration support on Mobile Devices.
An end user by definition is a person who ordered the product directly from the company and makes payment for the same. Users who sourced product from Resellers, must contact their respective Resellers for support.
Data Backup. To make this service affordable, we are not adding additional data backup systems with the assumption that it is a very rare case that a server crash beyond recovery and a PC crash beyond recovery will happen almost simultaneously and that creating and maintaining a redundancy for such a rare event customers have to pay through the entire service period. In the event our servers crash and until the time they are backup, you can continue to access mail directly from your domain server. When our servers are up and you establish connection, Exchange will sync back all data from your PC to the server. We recommend you to export your outlook data into a .pst file suitably and periodically as an additional backup as deemed necessary by you. It is our endeavor to maintain server availability and services with high standards. In the event of a sever crash due to reasons beyond our control, we do not own responsibility of your data.
Our support and assistances are limited to standard installation and configuration of Microsoft Outlook and Entourage. Configurations of the account with your mobile devices are not supported by us. The best way to get support Mobile configuration is to speak to your Mobile Service provider who will have information about hundreds of mobile devices that is GPRS enabled and how to configure on their network. To configure your Triosync account with your mobile you just need 3 inputs - server address, domain, your email address and password. All these information is provided to you in the welcome mail.
Once again for clarity company reiterates that under no circumstance, company will be responsible for end use data that is stored on the server. No additional backup is undertaken by the company. In the event of a server crash, the company's responsibility is limited to restoring services with the email account. The end user will be provided instructions through email on how to sync data from their PC to the Server. So end user must keep a backup of his/her data as appropriate in format specified by the operating system.
The Company, its agents, affiliates, vendors and the like do not represent or warrant that the Services will be uninterrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Services. The Company expressly disclaims the warranties of merchantability and fitness for a particular purpose and all warranties not expressly contained in this Agreement. You and the Company agree that the terms of this Agreement shall not be altered due to custom or usage or due to the parties? course of dealing or course of performance under this Agreement.
The Company, its agents, affiliates and vendors shall not be liable for any indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the Services; from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission; or for any failure of performance regardless of whether the Company has been advised of such damages or their possibility, or whether the above events are limited to acts of God, communication failure, theft, destruction, or unauthorized access to the Company's records, programs, or the Services, whether in contract, tort or otherwise.
You agree that the Company's total liability and your sole remedy for any non-accessibility to the Services or other downtime is limited to the penalties listed in the Shared Exchange Hosting Service Level Agreement, however, in no event shall the Company's liability exceed the total aggregate amount paid by You to the Company under this Agreement, including all fees, attorney fees, and costs.
The Company will exercise no control over the content of the information passing through the Company's network except those controls expressly provided herein.
Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to You. You agree that all right, title, and interest in any product or service provided to You is solely the property of the Company. These products and services are only for Your use in connection with Company's services provided to You as outlined in this Agreement.
You expressly warrant and represent to the Company that You have the right to use any patented, copyrighted, trademarked or proprietary material which You use, post, or otherwise transfer to or by way of the Company servers. Breach of this warranty shall be a material breach of this Agreement.
You are responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Company servers. Company makes no representations, warranties, or assurances that your equipment will be compatible with Company services.
You expressly represent and warrant that You and any person to whom You grant access to your Company account have reached the age of eighteen and that You are not subject to an limitation on your ability to enter into this Agreement.
You agree that you shall defend, indemnify, save, and hold Company harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fess, asserted against Company, its agents, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by You, your agents, employees, or assigns.
Without limiting the foregoing, You agree to defend, indemnify, and hold harmless Company against liabilities arising out of:
(i) any injury to person or property caused by any products sold or
otherwise distributed in connection with Company services provided to you;
(ii) any material supplied by You infringing or allegedly infringing on the property
or proprietary rights of a third party;
(iii) copyright infringement; and
(iv) any defective product which You sold or distributed by means of Company
services.
Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the laws of the state of India without regard to its conflicts of laws or its principles. You agree, in the event any claim or suit is brought in connection with the Company's provision of the Services to You, to submit to the jurisdiction of the state of California, and agree to the courts of India as the appropriate forum subject to the Jurisdiction of the courts of New Delhi, India.
Severability. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
