This Sales and Service Agreement (“Agreement”) is made by and between QBARInsights.com, (“Company”) and the individual or entity who is authorized to accept this Agreement (“Client”). The Agreement may be accepted by checking the box below.
WHEREAS, Company builds and sells reports (the “Reports”) for QuickBooks Enterprise customers.
WHEREAS, Client wishes to purchase one or more reports from Company (“Standard Reports”) and/or engage Company to build one or more reports for Client (“Customized Reports”).
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, Client and Company (each, a “Party,” and collectively, the “Parties”) agree as follows:
The term of this Agreement shall be one (1) year, beginning on the Purchase Date and ending on the one-year anniversary of the Purchase Date. The Parties may agree to renew the Agreement for successive one (1)-year periods, upon written mutual agreement at any time prior to the scheduled expiration of the term of the Agreement.
During the term of this Agreement, in the event of a breach of this Agreement by either Party, the party claiming breach may send a written notice of such breach to the other Party. Notwithstanding any contrary provision of applicable laws, this Agreement may be, and may only be, terminated by the non-breaching Party by written notice if the breaching Party fails to cure such breach within thirty (30) days of its receipt of notice of such breach.
- Standard Reports.
The Company shall sell to the Client, and the Client shall purchase from the Company the Standard Reports at the prices set forth on the website. Unless otherwise stated, the Client shall pay all taxes and third-party expenses in connection with the transactions contemplated by this agreement in addition to the prices set forth on the website. Client may also wish to engage the services of Company to customize the Standard Report. Client understands and agrees that the Company retains the right to re-use, re-sell, modify or in any other way use any Standard Report.
- Customized Reports.
The Company shall provide to Client the Customized Reports if requested, with the costs and timeline determined by the Company. Client understands that the costs and/or timelines may be subject to change. Client understands and agrees that the Company retains the right to re-use, re-sell, modify or in any other way use any Customized Report.
- No Guarantees; Due Diligence.
The Company makes all reasonable efforts to verify the accuracy of the Reports but the Company cannot guarantee the accuracy of any Reports provided under this Agreement. The Client understands and agrees that it must conduct its own independent investigation and verification of the information provided in the Reports. Client understand that if Client information or data changes following submission of Client information or data to Company, such changes may affect the accuracy of the Reports. Client must ensure that any information provided to Company is accurate and current. Company is not responsible for any errors or inaccuracies caused by faulty, incomplete, inaccurate or out-of-date data. Company is not responsible for any issues or problems caused by Client delays. Company is not responsible for any errors or inaccuracies caused as a result of any changes made by Intuit to QuickBooks.
- Report Issues.
If Client notices any inaccuracy or problem with any Report, Client must inform the Company within two (2) weeks of receiving or purchasing such Report. If the inaccuracy or problem is directly related to the original purpose of purchasing said Report, Company will then make its best efforts to amend said Report for no additional charge, which may require gaining access to Client’s internal system. Major changes or any customization will entail additional fees. Refunds may be offered if Company is unable to fix the inaccuracy or problem.
Any information about either Party that is disclosed in the course or as a result of this Agreement will constitute confidential, trade secret and proprietary materials and information (the “Confidential Materials and Information”). Neither Party shall disclose, use or publish any Confidential Materials and Information, except as required under this Agreement or as otherwise authorized by the other Party in writing. Each Party shall take appropriate steps to protect the Confidential Materials and Information from any unauthorized use and disclosure. Company may disclose Confidential Materials and Information to Company’s employees, contractors or subcontractors, to the extent necessary to perform the services under this Agreement.
- Limitation of Liability.
The Company will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Company has been advised of the possibility of any such damage. In no event will the Company’s liability exceed the price the Client paid to the Company for the specific Reports provided by the Company giving rise to the claim or cause of action.
- Force Majeure.
The Company will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Company’s reasonable control.
- Representations and Warranties.
Each of the Parties represents, warrants and covenants on its own behalf as follows:
- The Party has all necessary rights, power and authority to enter into this Agreement without violating any other agreement or commitment of any sort.
- The Party does not have any outstanding agreements or understandings, written or oral, that would prevent the Party from effectively carrying out the terms of this Agreement.
- The Party agrees to execute and deliver such instruments and to take such other action as may be required to carry out the transactions contemplated by this Agreement.
- The Party is agreeing to this Agreement on its own volition and not under any kind of force or duress.
- The Client is agreeing to make this purchase with all limitations of the Report mentioned either in the description section or as explained via any other means.
- In addition, the Client represents and warrants that it is purchasing the Reports for its own internal business uses only, or the internal business uses of its clients and that it will not license, sell or otherwise provide the Report to any other person or entity.
- Limitation of Liability.
COMPANY SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PERFORMANCE HEREUNDER, EVEN IF CLIENT HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON A THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
- Governing Law; Arbitration.
This Agreement shall be construed and enforced in accordance with the laws of the State of California. The Parties will submit any dispute between them arising out of or relating to formation or performance of this Agreement to binding arbitration conducted before the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures then in effect (the “Rules”). The arbitration will be conducted in Alameda County, California. Any award issuing in the arbitration is final and binding and may be enforced in any court of competent jurisdiction. The Parties will keep confidential the arbitration proceedings and arbitration award, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award, and for disclosure in confidence to the Parties’ respective attorneys, tax advisors and senior management. Notwithstanding the preceding either Party may seek equitable relief in any court of competent jurisdiction to enforce the provisions of this Agreement relating to confidentiality or the use of intellectual property.
Client may not assign this Agreement without Company’s prior written consent. Any purported assignment in violation of this provision shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties herein and the respective heirs, executors, personal representatives, successors and assigns.
- Entire Agreement; Amendments.
This Agreement, together with the Exhibits attached hereto and incorporated herein by reference, contain the entire understanding of the Parties, and supersedes any and all other agreements presently existing or previously made, written or oral, between the Parties concerning its subject matter. This Agreement may not be modified except by a writing signed by both parties.
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement nevertheless will continue in full force and effect without being impaired or invalidated in any way.
- Relationship of the Parties.
Nothing in this Agreement is intended to be construed so as to suggest that the Parties are partners or joint venturers, or either Party or its employees are the employee or agent of the other. Except as expressly set forth herein, neither Party has any express or implied right or authority under this Agreement to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement or undertaking with any third party.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
- Counterparts; Electronic Signatures.
This Agreement may be signed in one or more counterparts, which together will form a single agreement. This Agreement may be signed electronically.
Updated on 31st October, 2018.