Subscription Agreement

This Subscription Agreement is entered on the date of acceptance (the “Effective Date”), and is made and entered into by and between NETPROFIT365 INC, dba Netprofit365.com, (“NETPROFIT365” or “we”) and the registered member (“MEMBER” or “you”).

Definitions

In this Subscription Agreement the following terms are defined as follows.
-“Cloud Based” is the practice of using a network of remote servers hosted on the Internet to store, manage, and process data, rather than a local server or a personal computer.
-“Data” means all data, information and materials provided by you to NETPROFIT365 for use in connection with our Services, including, without limitation, data input, data files, and any other content provided by you.
-“Fees” are fees paid for Services provided hereunder set forth in the Fee Schedule on our Platform.
-“License” refers to your worldwide license to use our Platform and access our Services to store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute any of your Data entered into or produced through the use of our Services.
-“Platform” refers to the specific NETPROFIT365 digital Cloud Based platform (which includes our website, http://www.netprofit365.com, its sub-domains and associated web-based and mobile applications), that is hosted by NETPROFIT365 or its service provider and made available to you.
-“Services” are our Cloud Based human resources, bookkeeping, payroll and merchant products, support and services through our Platform and any technology development and consulting services provided by us to you.
-“User Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by NETPROFIT365 to you regarding the use or operation of NETPROFIT365 Services.
-“USER” means any individual who is authorized to use the Services from the MEMBER and is supplied a user identification and password, including employees, accountants, auditors and any other authorized MEMBER representatives.

Delivery of Services and License

Upon the Effective Date, our Services become available to you and you receive a License to use our Platform. Our Services are set forth in the Schedule of products and services offered by NETPROFIT365 on our Platform.

NETPROFIT365 Support

NETPROFIT365 provides technical and business support and appropriate staff for the purchased Services during normal business hours (9am to 5pm EST) on Monday through Friday.

NETPROFIT365 makes the Platform available 24 hours a day, 7 days a week, except for any unavailability of the Platform caused by circumstances beyond NETPROFIT365’s reasonable control, including but not limited to acts of God, acts of government, civil unrest, acts of terrorism, strikes or other labor problems (other than one involving NETPROFIT365 employees), Internet service provider failure or delay, non- NETPROFIT365 applications or denial of service attack.

NETPROFIT365 is responsible for the performance of our personnel (including employees and contractors) and their compliance with our obligations under this Subscription Agreement.

Member Terms & Conditions

You agree to the Member Terms & Conditions provided on our Platform as some may be updated from time to time which sets forth the terms & conditions of your membership and License and is made a part of this Subscription Agreement.

Terms of Use

You agree and ensure that all your Users comply with the Terms of Use provided on our Platform which sets forth the terms of use of our Platform and is made a part of this Subscription Agreement.

Minimum Computer Hardware/Software Requirements

Our Platform is Cloud Based and will perform on most current personal computer, tablet and mobile devices. The minimum connectivity and system requirements shall be as some may be updated from time to time provided to you upon request.

Data and Documentation

You are responsible for the collection, organization, editing and inputting of all Data necessary to create master and historical data files through the Platform.

You will timely provide the following documents for applicable Services :
-Online banking access to checking, savings, credit card and PayPal accounts;
-Cash disbursement reports and bank statements;
-Prior year’s tax return for Tax Preparation Members, if applicable;
-Detailed list of company assets and liabilities; and
-Other documents necessary for us to provide our Services.

You agree that all required documents will be uploaded on a periodic basis, such as monthly, to enable NETPROFIT365 to provide you with a current, meaningful and useful financial statement.
If we are performing a conversion to any platform on your behalf you must comply with all communicated instructions and requests provided by NETPROFIT365.

Warranties and Limitation of Liability

NETPROFIT365 represents and warrants that we will provide the Services in a professional manner consistent with general industry standards and that the Services will perform substantially in accordance with User Documentation provided to you. For any breach of a warranty, your exclusive remedy shall be as provided in this Subscription Agreement.

NETPROFIT365 WARRANTS THAT THE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE USER DOCUMENTATION PROVIDED BY NETPROFIT365. NETPROFIT365 DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL SERVICE ERRORS. CUSTOMER ACKNOWLEDGES THAT NETPROFIT365 DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BOOKKEEPER360 (EXPRESS OR IMPLIED) WITH RESPECT TO THIS SUBSCRIPTION AGREEMENT. NEITHER BOOKKEEPER360 NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL NETPROFIT365 OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF MEMBER’S OR ANY USER’S DATA, DATA FILES OR PROGRAMS.
NEITHER NETPROFIT365 (NOR ANY LICENSOR OR OTHER SUPPLIER OF NETPROFIT365) SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY YOU, AS A MEMBER, OR ANY THIRD PARTY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SUBSCRIPTION AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY THE MEMBER UNDER THIS SUBSCRIPTION AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THAT THE CLAIM AROSE.

Indemnification

If a third party makes a claim against you that the Services infringe any patent, copyright or trademark, or misappropriates any trade secret, or that NETPROFIT365’s negligence or willful misconduct has caused financial damage or injury to you, we shall defend you and your directors, officers and employees against the claim at our expense and we shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by us, to the extent arising from the claim. NETPROFIT365 shall have no liability for any claim based on (a) your Data, (b) modification of the Services not authorized by us, or (c) use of the Services other than in accordance with the User Documentation provided by us to you pursuant to this Subscription Agreement. NETPROFIT365 may, at its sole option and expense, procure for you the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Term and repay to you any amount paid by you with respect to the Term owing to the termination date.
If a third party makes a claim against NETPROFIT365 that your Data or your USER’s Data or use of the License causes financial damage or injury to such third party, or infringes any patent, copyright or trademark, or misappropriates any trade secret, you shall defend NETPROFIT365 and its directors, officers and employees against the claim at your expense and you shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by NETPROFIT365, to the extent arising from the claim.
As conditions for indemnification, a party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide the other party’s out-of-pocket expenses, assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

Discontinuation of Services

You may request discontinuation of Services and terminate this Subscription Agreement upon thirty (30) days written notice via email, facsimile or mail to NETPROFIT365.

This Subscription Agreement and the term of your License for our Services is for a one month term (the “Term”) and automatically renews for additional one month terms, unless you provide NETPROFIT365 with written notice that you are discontinuing our Services as provided above. The pricing during any renewal Term will be the same as the previous Term unless NETPROFIT365 provides written notice to you of a price increase at least fifteen (15) days prior to the end of a Term, in which case the price increase will be effective upon renewal.

NETPROFIT365 reserves the right to suspend Services if you fail to pay in a timely manner any amounts due to NETPROFIT365 under this Subscription Agreement, but only after we notify you of such failure and such failure continues for five (5) days. Suspension of Services shall not release you of your payment obligations hereunder. You agree that NETPROFIT365 shall not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to suspension of Services resulting from your nonpayment.

NETPROFIT365 reserves the right to suspend or terminate Services if we reasonably conclude that (i) you or a USER’s use of the Services is causing immediate and ongoing harm to NETPROFIT365 or others; or (ii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event of suspension or termination of Services due to such circumstances, we shall immediately notify you of the discontinuance of Services and the parties shall promptly attempt to resolve the harm. In such case, NETPROFIT365 shall not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to such discontinuance of Services.

Upon discontinuation of our Services, all Fees paid by you are not refundable and we are released from any liability for use of any of your logins to operational software accessing your financial records and accounts provided to us by you in connection with your use of our Services.

You are responsible to terminate, deactivate or change credentials of all your logins to our Platform and any access to third party services and systems upon discontinuation of our Services.

Disclaimers

Our Services do not include business management. NETPROFIT365 will not review the payment of any of your invoices or bills. If information provided to us in connection with our Services appear unusual or out of the ordinary; NETPROFIT365 will call it to your attention, but we do not take any responsibility in the discovery of any errors, irregularities, or fraud committed by you. While NETPROFIT365 will exercise reasonable care in the preparation of all materials, the information and Data we compile is based on the Data and information submitted by you and we do not guarantee the accuracy of such information. NETPROFIT365 shall not be responsible for any errors or oversights in your reporting through our Services. Reports and information compiled are prepared exclusively for your use and not for the use of any third party.

NETPROFIT365 does not assume any responsibility for actions of you or USERS and you do not assume any responsibility for actions of NETPROFIT365.

You are responsible for ensuring that any of your USERs using the Services has the requisite training from NETPROFIT365 to properly use the Services.

Fees and Payment

You agree to timely pay all Fees due hereunder pursuant to the Fee Schedule provided on our Platform. All payment of Fees is due and payable upon receipt of an invoice by you.

A minimum deposit of the first month’s Fees shall be paid to NETPROFIT365 upon Effective Date to commence Services on your behalf. Thereafter, Services will be billed on a monthly basis to your credit card, debit card, wire instructions or electronic check profile provided to us by you. If you need to edit or modify your payment method please contact sales@netprofit365.com or call 877-638-7365.

All rendered Services received by you are considered completed and delivered after 45 days of payment from you and may not be disputed, unless we receive written notice from you disputing delivery of our Services within 45 days after such payment.

Dispute Resolution

The parties agree that any unresolved controversy or claim arising out of this Subscription Agreement or related Services shall be settled by arbitration administered by the American Arbitration Association, in accordance with the applicable Commercial Arbitration Rules, at its offices in New York, New York. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of New York.

This Subscription Agreement shall be governed by the laws of the State of New York, excluding its conflict of law principles.

You acknowledge that you have read this Subscription Agreement, understand it and agree to be bound by its terms and conditions upon your acceptance of the Services.
Subscription Agreement was last modified on August 20, 2018

Welcome to Netprofit365.com!

By accessing our website (as a “Visitor”) or subscribing to our Services by opening a NETPROFIT365 account (as a “Member”), you become a user of our Services (collectively, “User”). As a User, you are agreeing to the following Terms of Use of our web-based platforms (our “Platform”). Members are subject to additional terms and conditions that apply to your use of NETPROFIT365’s products, support and services (our “Services”).

Your NETPROFIT365 Account.

In order to use our Services you must establish a NETPROFIT365 Account by registering through our website platform (your “Account”). When you register you subscribe to use our Services and become a Member. As a Member you will be subject to additional terms and conditions applying to your subscription. Each Member is responsible for all Users to the Services through the Member’s Account.
To protect your Account, keep your password confidential. You are responsible for the activity that happens on or through your Bookkeeper360 Account. Try not to reuse your Account password on third-party applications. If you learn of any unauthorized use of your password or Account, please contact us.

Compliance.

NETPROFIT365 provides honest, responsible and efficient bookkeeping services using sound principals, strict internal controls and the highest ethical standards. We expect our clients to apply the same high ethical standards when using our Services. In accessing our website platform or engaging our Services you agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations. We reserve the right to investigate complaints or reported violations of our terms and policies and take any action we deem appropriate, including terminating your Member account and reporting any suspected unlawful activity to law enforcement authorities.

Don’t misuse our Services.

Don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may access our website platform and use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop access to our providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Accuracy of Information.

While we use reasonable efforts to furnish accurate and up-to-date information, we do not warrant that any information contained in or made available through our website platform or Services is accurate, complete, reliable, current or error-free. We assume no liability or responsibility for any errors or omissions in the content of our website or Services.

About our Software.

When our Platform or Services requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.

As a User, NETPROFIT365 gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by NETPROFIT365 as part of the Services. This license is for the sole purpose of enabling you to use the benefit of the Services as provided by NETPROFIT365, in the manner permitted by certain terms and conditions between the parties. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Some software used in our Services may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.

Our Warranties and Disclaimers.

We provide our Services using a commercially reasonable level of skill and care and we hope that you will benefit using them. But there are certain things that we don’t promise about our Services.
THE SERVICES PROVIDED ARE NOT INTENDED TO PROVIDE ACCOUNTING, TAX OR FINANCIAL ADVICE NOR SUBSITITUE FOR SUCH ADVICE FROM A LICENSED PROFESSSIONAL. PRESENTATION OF INFORMATION ON OUR WEBSITE IS NOT INTENDED TO CREATE A BOOKKEEPER- CLIENT RELATIONSHIP. USERS ARE ADVISED NOT TO ACT UPON ANY INFORMATION PROVIDED ON OUR WEBSITE OR THROUGH OUR SERVICES WITHOUT SEEKING PROFESSIONAL ADVICE. ANY INFORMATION PROVIDED ON OUR WEBSITE OR THROUGH OUR SERVICES ARE NOT INTENDED TO BE USED FOR THE PURPOSE OF VIOLATING U.S. FEDERAL, STATE OR LOCAL TAX LAWS.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER NETPROFIT365 NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

Liability for our Services.

WHEN PERMITTED BY LAW, NETPROFIT365, AND NETPROFIT365’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF NETPROFIT365, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).
IN ALL CASES, NETPROFIT365, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Indemnification.

Users will hold harmless and indemnify NETPROFIT365 and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Privacy Policy.

NETPROFIT365’s Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that NETPROFIT365 can use such data in accordance with our privacy policies. For further information, see our Privacy Policy.

About these Terms.
We reserve the right to amend our Terms of Use at any time and you agree to be bound to such changes.
For information about how to contact NETPROFIT365, please visit our contact page.