Kingdomware Technologies, Inc. provides the service and online documentation located on Indirectrates.com (the "Subscription Service" or "Service"). IndirectRates.com is provided to the authorized user/owner ("You" or "the Customer") of the credit card used for registration purposes under the terms of this agreement and any operating rules (collectively, the "Agreement" or "User Agreement"). If Customer is using this site on behalf of a company or other entity, Customer confirms that it has the legal authority to enter into this agreement on behalf of such company or other entity.
REGISTRATION FOR THIS SERVICE REQUIRES THAT THE CUSTOMER AND HIS/HER COMPANY OR ENTITY ARE BOTH LOCATED IN THE UNITED STATES OF AMERICA, HAVE A VALID MAJOR CREDIT CARD, AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS USER AGREEMENT. BY COMPLETING THE REGISTRATION PROCESS AND CHECKING THE "ACCEPT END USER AGREEMENT" BOX, YOU AGREE TO BE BOUND BY THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CHECKING THE "ACCEPT END USER AGREEMENT" BOX. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD CANCEL THE REGISTRATION BY EXITING THIS PAGE AND THE REGISTRATION SCREEN.
1.0 RESERVATION OF RIGHTS
Kingdomware Technologies reserves the right to change the following terms or to add additional terms at any time, and such changes or additions shall become effective upon reasonable notification. Customer's continued use of the Subscription Service after notification constitutes acceptance of any such changes or additions.
Title and ownership of the Subscription Service and of the copyright in the Subscription Service remain with Kingdomware Technologies. Title and ownership of the accounting data entered by the Customer remains with the Customer. No transfer of ownership shall occur under this Agreement.
3.1 Use. The Customer is granted a non-transferable, non-exclusive and terminable right and license to use the Subscription Service under the terms stated in this User Agreement. This license for the Subscription Services is for any Customer authorized user per company. If your professional financial services provider (i.e., an accountant or a bookkeeper) is your company's authorized user, the provider must maintain your company's Subscription Services through your company's Indirectrates.com account.
3.2 Restrictions. Customer's use of the Service is subject to the following restrictions. Customer shall not, and shall not permit others to, (a) modify, copy, create a derivative work of, or otherwise reproduce the Service in whole or in a part; (b) reverse engineer, reverse assemble, recompile, disassemble, or otherwise attempt to discover or derive the source code form or structure of the software used in the Subscription Service; (c) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise transfer the Subscription Service; (d) remove any proprietary notices or labels displayed on the Site; and (e) use the Subscription Service or Site for any unlawful purpose. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Kingdomware Technologies for use in accessing the Subscription Service. Kingdomware Technologies reserves all rights not expressly granted in this User Agreement. There are no implied rights.
3.3 Submitted Information. Customer is solely responsible for the content of any comments, information, questions, data, ideas, description of processes, or other information submitted to IndirectRates.com. ("Submitted Information") For any and all Submitted Information, Customer shall obtain any and all licenses to, or releases of intellectual or proprietary rights subsisting in that Submitted Information, consistent with the uses of Submitted Information described in this Agreement, before delivery to IndirectRates.com. Further, the Customer warrants that the Submitted Information will not contain content that is libelous, obscene, excessively violent, scandalous or defamatory, and that the Submitted Information will not contain content that violates the personal, proprietary, or intellectual property rights of any third party.
4.0 CUSTOMER OBLIGATIONS
4.1 Browsers Supported. IndirectRates.com supports Internet Explorer versions 4.0 or above and Netscape 4.0 or above. (Netscape 6.0 is not supported.)
4.2 Software Ownership. IndirectRates.com assumes that you/your company own(s) a valid license(s) to either a) a QuickBooks product or to b) a Peachtree product or to c) a MYOB product or to d) a Simply Accounting product or to e) a Custom Spreadsheet product and a version of MS Excel.
4.3 Account Classifications. IndirectRates.com assumes that you classify your accounts according to the chart of accounts standard which is that assets begin with the number one, liabilities with two, equity with three, revenue with four, cost of goods or other directs with five, and expenses and other costs with numbers six through nine.
4.4 Cost Categories. IndirectRates.com assumes that you/your company/your accountant are familiar with indirect rate terminology and can classify your costs into the following cost categories: General and Administrative, Unallowable, Client Site Direct Labor, Company Site Direct Labor, Other Direct Costs, Fringe Benefits, Client Site Overhead, Company Site Overhead, Bid and Proposal and Research and Development.
4.5 Reports Generated.
Summary of Indirect Rates - provides the indirect pools, bases and rate calculations for all indirect costs.
General & Administrative
Company Site Overhead
Client Site Overhead
Other Direct Costs
5.0 SUBSCRIPTION CHARGES
5.1 Fees. You agree to pay, using a valid credit card which Kingdomware Technologies accepts, the subscription fees set forth on the Site, applicable taxes, and other charges incurred on your account in order to access Subscription Services. Kingdomware Technologies reserves the right to change fees, or to institute new fees at any time, upon reasonable notice posted in advance on this Site.
5.2 Third-Party Fees. In addition to the charges set forth above, the Customer is responsible for all expenses and charges associated with accessing the World Wide Web and connecting to the Site, any service fees associated with such access and connection, and for providing all equipment necessary for you to make such connection, including, without limitation, computer and modem.
5.3 Accurate Billing Information. For purposes of identification and billing, the Customer agrees to provide Kingdomware Technologies with accurate, current and complete information required by the site subscription registration for the Subscription Services, including, without limitation, your legal Name, address, telephone number(s), email address, and applicable payment data (e.g. credit card number and expiration date) and to maintain and update this information to keep it accurate, current and complete. Failure to provide and maintain accurate, current and complete information may, at Kingdomware Technologies's option, result in immediate suspension or termination of your account and your right to use the Subscription Services.
5.4 Initial Billing & Payment. Subscription fees (as listed on this site) for the initial billing will be prorated to or from the 15th of the current month depending on the day you register. Prorated amounts are derived from an annual versus a monthly average daily amount. The initial payment will be for one quarter of service and include the prorated amount. Because of the nature of the reporting service, no refunds or credit will be granted for cancellations during the initial period.
5.5 Recurring Billings & Payments. Thereafter, subscription fees will be charged to each Customer's account on a pre-paid basis for the upcoming quarter. All accounts will be charged around the middle of the month. In the event that Kingdomware Technologies cannot charge your account, Kingdomware Technologies reserves the right to cancel your account to the Subscription Services. No refunds or credit will be granted for cancellations that occur after a quarter has been billed.
6.0 SECURITY & PRIVACY
6.1 Privacy. Kingdomware Technologies shall never sell, disclose or give away any company information obtained from your registration for an account or any data that is stored from uploads on the site. In the event, your account is cancelled or terminated for any reason, Kingdomware Technologies shall destroy all stored data immediately.
6.2 Security. Only the Customer can enter, edit, and use its data. Kingdomware Technologies has taken reasonable actions, including encryption and firewalls and SSL security layers, to ensure that your personal information and data is disclosed only to the authorized user in your company designated by you. Kingdomware Technologies tracks all IP addresses and times of entry.
6.3 Password. As part of the registration process for Subscription Services, you will select a password. You are solely responsible for maintaining the confidentiality of any password you use to access the Subscription Services, and agree that Kingdomware Technologies will have no obligations with regard to the use by third parties or any user you authorized with such password. You are entirely responsible for any and all activities, which occur under your account and password. You are free to change your password as often as you like. After logging in, select "My Account" and make and save your changes. Should you ever forget your password, press the "Forgot Password" button on the login screen and your password will be sent to your registered email address.
7.1 Downtimes. Kingdomware Technologies uses commercially reasonable efforts to maintain availability of the Subscription Service twenty-four (24) hours per day, seven (7) days per week. However, scheduled and unscheduled interruptions may occur, and Kingdomware Technologies does not warrant or guarantee uninterrupted availability of the Subscription Service. Normal software or hardware upgrades are scheduled for nights and weekends, Eastern Standard Time, and designed to cause a minimum amount of interruption to the Subscription Service. In the event that an unscheduled interruption occurs, Kingdomware Technologies will apply the appropriate use of internal and external resources to resolve the problem and return the Subscription Service to availability as soon as possible. During these scheduled and unscheduled interruptions, the Customer may be unable to transmit and receive data. Customer agrees to cooperate with Kingdomware Technologies during the scheduled and unscheduled interruptions.
7.2 Modifications or Discontinuation. Kingdomware Technologies reserves the right to modify, suspend or discontinue the Subscription Service or any portion thereof at any time, including the availability of any functional area of the Subscription Service without liability. Kingdomware Technologies may also impose limits on certain features and services or restrict Customer access to parts of the Subscription Service without notice or liability.
8.0 TRADEMARK INFORMATION
"Indirect Rates," the IndirectRates.com logo, "Kingdomware Technologies," "Kingdomware Technologies, Inc." and the Kingdomware Technologies logo, and all relevant product and service Names are all trademarks of Kingdomware Technologies (the "Kingdomware Technologies Marks"). You agree not to display or use the Kingdomware Technologies Marks in any manner without Kingdomware Technologies' express prior written permission.
Other brands or product Names are trademarks or service marks of their respective owners, should be treated as such, and may be registered in various jurisdictions. QuickBooks, Peachtree, MYOB, Simply Accounting, or a Custom Spreadsheet are registered trademarks of Intuit, Inc., Peachtree Software, Inc., MYOB Limited, ACCPAC International Inc, or Your Spreadsheet product respectively.
You hereby agree to indemnify, defend, and hold Kingdomware Technologies harmless from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney fees) incurred by Kingdomware Technologies in connection with any claim arising out of any breach or alleged breach of any of your obligations set forth herein, or any acts by you or materials or information posted or transmitted by you. This also includes any Customer violation of the User Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service. You shall cooperate as fully as reasonably required in the defense of any claim.
10.0 WARRANTIES, DISCLAIMERS & LIMITATIONS OF LIABILITY
10.1 DISCLAIMER OF WARRANTY. KINGDOMWARE TECHNOLOGIES MAKES NO EXPRESS WARRANTIES OF ANY KIND EXCEPT AS MAY BE EXPRESSLY STATED IN THE USER AGREEMENT AS AMENDED FROM TIME TO TIME. YOU EXPRESSLY UNDERSTAND AND AGREE THAT KINGDOMWARE TECHNOLOGIES MAKES NO OTHER EXPRESS WARRANTY BY COURSE OF DEALING, TRADE USAGE, REPRESENTATION OR STATEMENT. THE SUBSCRIPTION SERVICES (INCLUDING ALL CONTENT, SOFTWARE, & FUNCTIONS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH CUSTOMER'S ENJOYMENT OF THE SUBSCRIPTION SERVICE OR AGAINST INFRINGEMENT. KINGDOMWARE TECHNOLOGIES MAKES NO WARRANTY THAT THE SUBSCRIPTION SERVICE OR ITS EFFORTS WILL MEET THE CUSTOMER'S PARTICULAR PURPOSES OR NEEDS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS AGREEMENT, IF ANY, THE SUBSCRIPTION SERVICE IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY PERFORMANCE, ACCURACY AND EFFORT IS WITH THE CUSTOMER. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KINGDOMWARE TECHNOLOGIES OR THROUGH OR FROM THE SUBSCRIPTION SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT. NO FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SERVICE.
10.2 CUSTOMER'S RISKS. KINGDOMWARE TECHNOLOGIES SHALL NOT BE LIABLE FOR ANY INTERRUPTION OR CESSATION OF THE SUBSCRIPTION SERVICE RESULTING FROM A CAUSE OVER WHICH KINGDOMWARE TECHNOLOGIES DOES NOT HAVE DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO FAILURE OF ANY TYPE OF EQUIPMENT OR COMMUNICATION LINES, BUGS, VIRUSES, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE OR SOFTWARE; FAILURE OR UNAVAILABILITY OF INTERNET ACCESS; PROBLEMS WITH INTERNET SERVICE PROVIDERS OR OTHER EQUIPMENT OR SERVICES RELATING TO YOUR COMPUTER; PROBLEMS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES; PROBLEMS WITH DATA TRANSMISSION FACILITIES OR CUSTOMER'S TELEPHONE OR TELEPHONE SERVICE; OR UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, LABOR DISPUTES OR GOVERNMENTAL ACTION. KINGDOMWARE TECHNOLOGIES IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER, SOFTWARE, MODEM, TELEPHONE OR OTHER PROPERTY RESULTING FROM YOUR USE OF THE SERVICE. CUSTOMER SHALL NOT BE EXCUSED FROM PERFORMING ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT DURING ANY INTERRUPTION OR CESSATION OF THE SUBSCRIPTION SERVICE.
10.3 LIMITATION OF REMEDIES. IN NO EVENT SHALL KINGDOMWARE TECHNOLOGIES BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGE, (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE ITEMS) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS USER AGREEMENT, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. KINGDOMWARE TECHNOLOGIES' AGGREGATE LIABILITY TO THE CUSTOMER FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION AND WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY OR NEGLIGENCE, SHALL NOT EXCEED THE AMOUNT IN FEES PAID TO KINGDOMWARE TECHNOLOGIES FOR THE SERVICE.
11.0 TERMINATION OF USER AGREEMENT
11.1 User cancellation. If at some point you opt to cancel the Subscription Service, you must Contact Us with your cancellation request. A brief exit survey will be sent to the Customer to gain feedback. Accounts are deemed active and may incur charges until a Customer's exit survey is received by Indirect Rates. After receipt of the Customer's survey, a cancellation confirmation notice will be emailed to the Customer upon which the account will be terminated. Cancellation requests must be received at least 8 business days prior to the next billing cycle (15th day of the month) in order to prevent future billing from occurring.
11.2 Termination for Breach. Kingdomware Technologies also reserves the right to restrict, suspend or terminate your access to the Subscription Services in whole or in part without notice and without liability, with respect to any breach or threatened breach of any portion of this User Agreement. If Kingdomware Technologies terminates your User Agreement, then you agree that you are not entitled to any stored database files and that Kingdomware Technologies can destroy these upon termination of your account. If Kingdomware Technologies terminates this User Agreement based on a breach of any portion of this User Agreement, Kingdomware Technologies reserves the right to refuse to provide Subscription Services to you in the future.
11.3 Termination at Will. You agree that Kingdomware Technologies, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any stored database files within the Service for any reason, including, and without limitation, or if Kingdomware Technologies believes that you have violated or acted inconsistently with the letter or spirit of this User Agreement. In addition to any other rights of the parties set forth herein, either the Customer or Kingdomware Technologies may terminate this User Agreement upon 30 days written notice via electronic mail or conventional mail, but the Customer remains liable for all fees accrued up to the time of termination. If Kingdomware Technologies terminates your User Agreement for reasons other than your breach of this agreement, then you agree that you are not entitled to any stored database files within the Service and that Kingdomware Technologies can destroy any stored database files upon termination of your account.
12.0 GENERAL PROVISIONS
12.1 Governing Law. The validity, construction and interpretation of this User Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Maryland, excluding its principles of conflict of laws.
12.2 Choice of Forum. A court of competent jurisdiction located in the State of Maryland shall be the exclusive forum for the resolution of any dispute arising between the parties to this agreement.
12.3 Headings. Headings in this Agreement are for reference purposes only and shall not effect the interpretation or meaning of this User Agreement.
12.4 Severability. If any provision of this Agreement is held by court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect. Payment obligations, and the rights and obligations of the parties under Articles 5 and 8, shall survive the expiration or termination of this Agreement for any reason.
12.4 Attorneys' Fees and Costs. If any legal action is commenced in connection with the enforcement of this User Agreement or any payment due hereunder, the prevailing party shall be entitled to costs and attorneys' fees actually incurred.