Kardin Terms of Use

NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEBSITE

Any software that is made available to download from this server (“Software”) is the copyrighted work of Kardin Systems, Inc. and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”) . An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms. The Software is made available for downloading solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, KARDIN SYSTEMS, INC. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

RESTRICTED RIGHTS LEGEND. Any Software which is downloaded from this Server for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use , duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227‑7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227–19, as applicable. Manufacturer is Kardin Systems, Inc., 8024 Bracken Pl. SE, Snoqualmie, WA 98065–9257.

NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS WEBSITE
Permission to use Documents (such as white papers, press releases, datasheets and FAQ’s) from this server (“Server”) is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from this Server is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, except as agreed to in writing by Kardin Systems, Inc. and (3) no modifications of any Documents are made. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Documents specified above do not include the design or layout of the kardin.com website or any other Kardin Systems owned, operated, licensed or controlled site. Elements of Kardin Systems websites are protected by trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic , sound or image from any Kardin Systems website may be copied or retransmitted unless expressly permitted by Kardin Systems.

KARDIN SYSTEMS AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS SERVER FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. KARDIN SYSTEMS AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL KARDIN SYSTEMS AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS SERVER.

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS SERVER COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. KARDIN SYSTEMS AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.

NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS WEBSITE.
IN NO EVENT SHALL KARDIN SYSTEMS AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT , NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THIS SERVER.

TRADEMARKS. Kardin, Kardin Systems, Kardin Enterprise, Kardin Budget System, and/or other Kardin Systems’ products referenced herein are either trademarks or registered trademarks of Kardin Systems. Other product and company names mentioned herein may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

Please contact us with any questions or issues:

Kardin Systems, Inc.
8024 Bracken Pl. SE
Snoqualmie, WA 98065–9257
USA

www.kardin.com
customercare@kardin.com

Kardin Portal End-User License Agreement

IMPORTANT — READ CAREFULLY: This End-User License Agreement (the “Agreement”) is a legal agreement between you, as either an individual and/or as an agent of a legal entity (the “Customer”), and Kardin Systems, Inc. (“Kardin”) for a Service (the “Service”), as described below and which may be provided with this Agreement. By exercising your rights to use the Service, the Customer agrees to be bound by the terms of this Agreement. The Customer is asked to review and either accept or not accept the terms of this Agreement. If the Customer does not agree to the terms of this Agreement, you may not use the Service.

RECITALS:

WHEREAS, Kardin is in the business of providing an online business application (the “Service”);

WHEREAS, Customer wishes to use the Service and may upload Customer Data into the Service;

NOW THEREFORE, for and in consideration of the mutual agreements and covenants hereafter set forth, the parties hereto agree as follows:

1. DEFINITIONS.

1.1. Customer Data shall mean any data, information, or other materials of any nature whatsoever, provided to Kardin by Customer while implementing and/or using the Service.

1.2. Electronic Communications shall mean any transfer of signs, signals, text, images, sounds, data, or intelligence of any nature transmitted in whole or part electronically.

1.3. Fixed License means a license that is assigned to a single user and can only be used by that person.

1.4. Floating License means a license that is available to any user set up to use a Floating License but can only be used by one person at a time, and may also be referred to as a Concurrent License.

1.5. User means an agent of the Customer, who is assigned a License.

1.6. Term means any Initial Term and/or Renewal Term as defined in Section 5.

2. SERVICE.

Kardin or its agents shall host the Service, and may update the content, functionality, and user interface of the Service from time to time in its sole discretion and in accordance with this Agreement. The Service may include, but is not limited to, websites, software products, documentation, sample files, training materials and other files.

The Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Therefore, you must treat the Service like any other copyrighted material. ACCESS TO THE SERVICE IS LICENSED, NOT SOLD.

3. LICENSE GRANT.

3.1. Non-Exclusive, Non-Transferable. Subject to the terms and conditions of this Agreement, Kardin grants Customer during the Term of the Agreement the non-exclusive, non-transferable (except in connection with an assignment under Section 12.1 herein) and terminable license to use the Service and to display content solely for Customer’s internal business operations, provided such operations shall not include service bureau use, outsourcing, renting, or time- sharing of the Service.

3.2. Conditions. Customer acknowledges and agrees that any rights granted to Customer are provided to Customer on the condition that Customer does not (and does not instruct or enable any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof, or otherwise attempt to discover any source code, modify the Service in any manner or form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service, or for the purpose of obtaining unauthorized access to the Service.

3.3 Sublicensing Prohibited. Customer is expressly prohibited from sublicensing the use of the Service to any third parties. Customer acknowledges and agrees that Kardin shall own all rights, title, and interest in and to all intellectual property rights in the Service. Except as provided in this Agreement, the license granted to Customer does not convey any rights in the Service, express or implied, or ownership in the Service, or any intellectual property rights thereto.

3.4. Reserved Rights. Any rights not expressly granted herein are reserved by Kardin.

4. LICENSE FROM CUSTOMER.

4.1. License of Customer Data. Subject to the terms and conditions of this Agreement, Customer grants Kardin the non-exclusive, non-transferable (except in connection with an assignment under Section 12.1 herein) license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Customer Data solely to the extent necessary to maintain and provide the Service.

4.2. Survival. Customer agrees that the license to Customer Data shall survive the termination of this Agreement for one year, solely for the purpose of maintaining and providing the Service and storing backup Data.

5. LICENSE TERM, FEE, AND PAYMENT.

5.1. Initial Term. The initial term of this Agreement is as provided for by the sales proposal (“Initial Term” which shall include extension thereof as provided by any subsequent agreement of the parties). Customer shall pay all agreed Fees for the Service.

5.2. Renewal Term. After the Initial Term, this Agreement shall automatically renew for successive periods (“Renewal Term”), unless Customer provides Kardin with written notice of intent not to renew the Agreement by the End Date of the Initial Term (or the end of any Renewal Term). Such notice shall be sent to customercare@kardin.com.

5.3. Fees. Kardin reserves the right to change the amounts of the Fees for any Services, features, or products at any time. Except as stated in sections 7.3 and 8.2 of this agreement, Kardin shall not refund or pro-rate the Fees paid by Customer if Customer discontinues use or abandons the Service.

5.4. Fees at Renewal. Any change in Fees affecting Customer’s use of the Service, excluding additional Data Storage fees, shall commence at the start of each Renewal Term. Kardin shall give Customer notice of any price increase at least 60 days prior to the start of the Renewal Term.

5.5. Fees for additional Services, features, or products. Any additional Services, features, or products licensed or used by the Customer during the Initial Term, or any Renewal Term shall be billed at the prevailing rates.

5.6. Data Storage Fees. Any data storage beyond the amount listed in the sales proposal, or any subsequent agreement or contract then in effect, shall be billed at the prevailing rate on a monthly basis. Kardin will estimate Customer’s data storage each month and will notify Customer if they have exceeded their allocated amount.

6. TERMS OF SERVICE.

Customer acknowledges and agrees to the following terms of Service. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new service(s) subsequently licensed by the Customer shall be subject to this Agreement.

6.1. Customer Must Have Internet Access. To use the Service, Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web based content. Customer must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web. Customer will use a Web Browser to access the Service. It is understood that Kardin does not provide Internet Access or Web Browser software as part of its Service.

6.2. Accuracy of Customer’s Registration Information. Customer agrees to provide accurate, current, and complete information (“Registration Data”) about Customer as prompted by the registration form, which Customer will fill out to gain access to the Service. Customer further agrees to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current, and complete. Customer acknowledges and agrees that if Customer provides information that is intentionally inaccurate, not current or incomplete in a material way, or Kardin has reasonable grounds to believe that such information is untrue, inaccurate, not current or complete in a material way, Kardin has the right to suspend Customer’s account.

6.3. Email and Notices. Customer agrees to provide Kardin with Customer’s e‑mail address, to promptly provide Kardin with any changes to Customer’s e‑mail address, and to accept emails (or other electronic communications) from Kardin at the e‑mail address Customer specifies. Customer further agrees that Kardin may provide any and all notices, statements, and other communications to Customer through either e‑mail, posting on the Service (or other electronic transmission) and/or by mail or express delivery service.

6.4. Administration by Customer. Customer shall assign a unique login (email address) for each of Customer’s users of the System. Customer acknowledges and agrees that Customer is prohibited from sharing passwords and/or logins with unauthorized Users. Customer shall be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and logins.

6.5. Customer Communication. Customer shall be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically in or through the Service or under Customer’s account. Kardin may assume that any Electronic Communications it receives under Customer’s login and/or account information will have been sent by Customer.

6.6. Account Security. Customer agrees to immediately notify Kardin if Customer becomes aware of any loss or theft or unauthorized use of any of Customers passwords, logins, and/or account information. Intentional violations of this section may result in penalty fees and/or suspension of Customer’s account. If Kardin has reasonable grounds to believe that account security has been violated, Kardin shall have the right to suspend Customer’s account, at which time Kardin will notify Customer of the nature of the account security violation. Kardin shall have the right to monitor user accounts to maintain the security and integrity of the Service.

6.7. Customer’s Lawful Conduct. The Service allows Customer to send Electronic Communications directly to Kardin and to third parties. Customer agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer shall not enter any information or send any Electronic Communications from the Service that is unlawful, harassing, menacing, libelous, defamatory, or threatening. Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form, or by any means. Customer agrees not to access the Service by any means other than through the interfaces that are provided by Kardin.

Customer shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, or otherwise allow or make the Service available to any third party other than an authorized user, including but not limited to, creating Internet Links to the Service which include log-in information, including but not limited to, log ins, passwords, secure cookies, and/or “mirroring” or “framing” any part of the Service. Customer shall not upload, post, reproduce or distribute any Kardin information, Kardin software or other Kardin material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining Kardin’s express written permission. Customer shall not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by Kardin. Neither Customer, nor someone acting on Customer’s behalf, my use the Service to target for solicitation any Kardin customers for purposes of providing any competitive product. Customer shall ensure that any use of the Service by Customers employees (or users) is solely in accordance with the terms and conditions of this Agreement.

6.8. Third-Party Software. Customer agrees to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by Kardin. Customer agrees to use software that supports the Secure Socket Layer (SSL/TLS) protocol or other protocols accepted by Kardin and to follow logon procedures for services that support such protocols. Customer acknowledges that Kardin is not responsible for notifying Customer of any upgrades, fixes, or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by Kardin or telecommunications facilities, including, but not limited to, the Internet.

6.9. Transmission of Data. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service. Customer expressly consents to Kardin’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Kardin. Customer acknowledges and understands that changes to Customers Electronic Communications may occur to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that Kardin shall not be held responsible for any Electronic Communications and/or Customer Data which are lost, altered, intercepted, or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Kardin.

6.10. Links. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Kardin has no control over such sites and resources, Customer acknowledges and agrees that Kardin is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

6.11. Proprietary Rights. Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that content or information presented to Customer through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

6.12. Trademark Information. Kardin and other Kardin service marks, logos and products and service names are marks of Kardin (the “Kardin Marks”). Customer agrees not to display or use the Kardin Marks in any manner without Kardin’s express prior written permission.

6.13. Confidential Information. For purposes of this Agreement, confidential information shall include the terms of this Agreement, Customer Data, and any information that is clearly identified in writing at the time of disclosure as confidential (“Confidential Information”). Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations hereunder; and (c) to protect the confidentiality of all confidential information in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Kardin will restrict its employees’ access to Customer’s Confidential Information to only those employees necessary to successfully provide the Service. Kardin may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and to use it only to facilitate the performance of their services for Kardin in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section 6.13 shall not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. With respect to any information received by either party from the other as a result of any other relationship between the parties other than as licensor and licensee under this Agreement (i.e., business development, partnership, alliance, etc.), the parties shall abide by the terms and conditions of any Nondisclosure Agreement (or similar agreement) executed between the parties.

6.14. Provisioning Of Account. After execution of this Agreement, and subsequent to the time that Customer is provided a username and password for the purpose of provisioning Customer’s account, Customer shall be required to agree to a “click wrap” agreement pertaining to “Terms of Service” before Customer can begin use of the Service. Kardin hereby expressly agrees that to the extent that such click wrap Terms of Service differ from the terms of this Agreement, that the verbiage of this Agreement exclusively controls the obligations of the parties.

7. SUSPENSION / TERMINATION OF SERVICE.

7.1. Suspension for Delinquent Account. Kardin reserves the right to suspend Customer’s access, use of the Service, and/or any accounts for which any payment is due but unpaid. Customer agrees that Kardin shall not be liable to Customer nor to any third party for any suspension of the Service resulting from Customer’s nonpayment of fees as described in this section.

7.2. Suspension for Ongoing Harm. Customer agrees that Kardin may suspend Customer’s access to the Service if Kardin reasonably concludes that Customer’s use of the Service is causing immediate and ongoing harm to the Service, to Kardin, or to others. In the event that Kardin suspends Customer’s access to the Service, Kardin will use commercially reasonable efforts to resolve the issues causing the suspension of Service. If Kardin can resolve the issues causing Harm and providing that any such issues do not represent a breach of this agreement by Customer, then Kardin shall reinstate Customer’s use of the Service. Customer agrees that Kardin shall not be liable to Customer or to any third party for any suspension of the Service under such circumstances as described in this section.

7.3. In The Event of Breach. Either party may terminate this Agreement upon thirty (30) days written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the thirty (30) day period, the breaching party fails to cure such breach. Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. lf this Agreement is terminated as a result of a breach on Kardin’s part, Kardin shall refund the pro rata portion of any fee that may have been paid by Customer for the portion of the Service not furnished to Customer. If this Agreement is terminated as a result of a breach on Customer’s part, Customer shall not be entitled to refunds of any fees or sums paid to Kardin.

7.4. Handling of Customer Data in The Event Of Termination. Customer acknowledges and agrees that following termination of Customer’s account and/or use of the Service, Kardin may immediately deactivate Customer’s account and that following a reasonable period of not less than 60 days may delete Customer’s account and related Customer Data. Customer further agrees that Kardin shall not be liable to Customer or to any third party for any termination of Customer access to the Service or deletion of Customer Data, provided that Kardin is in compliance with the terms of this section. Notwithstanding anything herein to the contrary, if requested by Customer in writing prior to the expiration of such sixty (60) day period, Kardin will provide to Customer an electronic copy of Customer Data stored by Kardin through the Service at the time of termination. Customer shall be responsible for providing or prepaying to Kardin the cost of all storage media used to make such copy.

7.5. Insolvency. Subject to applicable law, either party may terminate this Agreement by written notice to the other and may regard the other party as in default of this Agreement, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs, that party shall immediately notify the other party of its occurrence.

8. MAINTENANCE, MODIFICATION TO, OR DISCONTINUATION OF THE SERVICE.

8.1. Service Interruptions. Customer recognizes that from time-to-time the Service may not be accessible due to maintenance, updates, upgrades, or other interruption of the Service. Customer agrees to hold Kardin harmless for any damages that arise from such an occurrence. Kardin will make commercially reasonable efforts to minimize or eliminate any interruption to the Service.

8.2. Modifications to the Service. Kardin reserves the right at any time and from time to time to enhance, modify, temporarily or permanently, the Service (or any part thereof). Access to new features or enhancements may require additional fees, licensing, or subscriptions. If Kardin modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, Kardin, at Customer’s written request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. If Kardin is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the license fees paid under the Agreement for use of the Service which was paid for by Customer but not yet furnished by Kardin as of the date of such termination.

8.3. Discontinuation of Service. Customer acknowledges that Kardin reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term. Customer agrees that Kardin shall not be liable to Customer or to any third party for any modification or discontinuation of the Service as described in this section.

9. NO WARRANTIES.

Kardin expressly disclaims any warranty for the Service. The Service and any related documentation or support is provided “AS IS” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, non-infringement, quality, conformity with specifications, reliability or functionality. The entire risk arising out of the use, performance, or nonperformance of the Service remains with Customer. KARDIN MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE LICENSED SOFTWARE, THE SERVICE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

10. LIMITATIONS OF LIABILITY.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH KARDIN IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY KARDIN OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM USING THE SERVICE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. The maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, shall in no case exceed the equivalent of 12 months in license fees applicable at the time of the event. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Service and that, were Kardin to assume any further liability other than as set forth herein; such consideration would of necessity be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.

11. DATA SHARING, CONTROL OF DATA.

11.1. Third-Party Data Sharing. In the event Customer grants access to or otherwise shares Customer’s Data with a third-party who is an Authorized Service User, Customer shall hold Kardin harmless for any changes to Customer’s Data by the third-party.

11.2. Customer Use of Third-Party Data Records. Customer may be granted third-party access to certain Data Records within the Data of another Customer. At any time, that third-party may choose to discontinue Customer’s access to the shared Data. Customer shall hold Kardin harmless for any liability due to loss of such access.

12. GENERAL PROVISIONS.

12.1. Successors and Assigns. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor’s business or assets. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Kardin reserves the right to identify Customer by name as a user of the Service.

12.2. Entire Agreement, Modification. This Agreement (and any Exhibits hereto) represents the entire agreement of the parties and supersedes all prior discussions and/or agreements between the parties and is intended to be the final expression of their Agreement. It shall not be modified or amended except in writing signed by both parties.

12.3. Governing Law and Venue. This Agreement shall be governed in accordance with the laws of the State of Washington and any controlling U.S. Federal Law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be settled exclusively by arbitration, conducted before a panel of three (3) arbitrators in King County, Washington, in accordance with the rules of the American Arbitration Association then in effect. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The prevailing party shall be entitled to receive reimbursement from the other party for all of its reasonable attorney’s fees and costs. If any provision is held by arbitration to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorney’s fees and/or costs.

12.4. Force Majeure Event. Neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, rioting, protests, labor stoppage, data center failure, war or military hostilities, criminal acts of third parties or hackers, computer viruses or worms. Any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.

12.5. Survival. Sections 4, 7.4, 10, and 12 shall survive the termination or expiration of this Agreement.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS, AND THE PERSON SIGNING IN WRITTEN FORM OR AGREEING ELECTRONICALLY IS AN AUTHORIZED USER.

Contact Us

Kardin Systems, Inc.
8024 Bracken Pl. SE
Snoqualmie, WA 98065–9257
USA

www.kardin.com
customercare@kardin.com

Kardin Budget System End‐User License Agreement

IMPORTANT — READ CAREFULLY: This End‐User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or a single entity) (“You”) and Kardin Systems, Inc. (the “Licensor”) for the software accompanying this Agreement, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation, and any fixes, releases, upgrades, new versions or enhancements that may subsequently be issued (the “Licensed Program”) to You. By exercising your rights to make and use copies of the Licensed Program, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use the Licensed Program.

1. Licensed Program

The Licensed Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Therefore, you must treat the Licensed Program like any other copyrighted material. THE LICENSED PROGRAM IS LICENSED, NOT SOLD.

2. Certain Preliminary Uses

(a) Installation. The Licensed Program is distributed to You by electronic download or on self‐installing media as described in the Documentation. You will need to install the Licensed Program on properly configured and compatible computer equipment according to the Documentation. You will also need to ensure that all required data is in proper format and no other software or equipment having an adverse impact on the Licensed Program are present.

(b) Evaluation Period. The Licensor may agree to grant you a temporary “Evaluation License” to install, store, load, execute, display and evaluate the Licensed Program for thirty (30) days. The Evaluation License does not authorize You to make productive use of the Licensed Program. At the end of the Evaluation Period, You can terminate this Agreement by notifying Licensor and certifying the return/destruction of all remaining copies in your possession or control. If You do not terminate this Agreement by that time, You will automatically be deemed to obtain a license to Use the Licensed Program according to this Agreement and You agree to pay any unpaid License Fees for the Licensed Program.

3. Licensed Operating Environment

(a) Operating Environment. Once You have agreed to the terms of this Agreement, have completed activities described in Section 2 (“Certain Preliminary Uses”) and provided You pay the applicable License Fees described or referenced in Section 7 (“Price & Payment”) when due, You will be deemed granted one or more non-exclusive operations license(s) for the Licensed Program, in each case to install, store, load, execute and display (collectively, “Use”) the Licensed Program on one or more CPU(s) of the class described in the Documentation (the “Licensed Operating Environment”). The Licensed Program is provided only in machine readable object code form.

(b) Authorized Operators. The Licensed Program will be operated solely by Your own employees (“Authorized Operators”). The Authorized Operators will Use the Licensed Program in the Licensed Operating Environment in accordance with the terms of this Agreement.

(c) Installation from a Network Server. You may store complete copies of the installation files for the Licensed Program on a storage device, such as a network server, used only to install the Licensed Program on your other computers over an internal network. Licensor may provide you with either a Named Leased License, a Concurrent Subscription License, or some combination or multiple of these depending on the terms stated in the Purchase Order. A Named Leased License may not be shared or used concurrently by different users. A Concurrent Subscription License may only be used concurrently by the number of users specified in the Purchase Order. Any such usage or storage of installation files must be secure and not accessible to the general public.

4. Additional Responsibilities

You shall be exclusively responsible for the supervision, management, and use of the Licensed Software, including, but not limited to the following:

(a) Assuring proper configuration of any hardware or related equipment or devices which are involved in the use of Licensed Software, including protection from computer viruses.

(b) Establishing adequate operating methods.

(c) Verifying that any and all calculations, reports, and other information entered into or produced by Licensed Software is correct and error free.

(d) Implementing procedures sufficient to satisfy Your obligations for security under this Agreement, including appropriate action between You and other members of Your organization or employees of Your company to prevent misuse, unauthorized copying, modification, or disclosure of the Software.

(e) Ensuring that Your Authorized Operators use the Licensed Program in the Licensed Operating Environment strictly in support of Your internal business operations and to process Your own data.

(f) Maintaining in a safe place archival copies of valuable software or data that would be needed in the event of disaster, corruption, or other loss.

5. Reservation of Rights

(a) Rights to Licensed Program. The intellectual property rights in the Licensed Program shall at all times remain the exclusive property of Licensor. By executing this Agreement and paying the applicable License Fee, You obtain a limited license to Use the Licensed Program in object code form. YOU AGREE NOT TO DISASSEMBLE, DECOMPILE OR REVERSE ENGINEER THE LICENSED PROGRAM. You also agree that any information obtained in violation of this restriction will be confidential information automatically and irrevocably deemed assigned to and owned exclusively by the owner of the Licensed Program. You will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the Licensed Program. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Licensed Program remain intact and clearly legible.

(b) All Other Rights Reserved. Except as expressly granted to You under another provision of this Agreement, Licensor reserves to itself and prohibits You (directly or indirectly, in whole or in part) from loaning, renting, leasing, sublicensing or otherwise distributing or operating the Licensed Program to or for the benefit of any third party, and from altering, adapting, translating or preparing any derivative work of the Licensed Program. The foregoing limitation does not prohibit Authorized Operators from making a copy of the Licensed Program for archival purposes or as an essential step in making Permitted Uses of the Licensed Program in the Licensed Operating Environment.

(c) Separation of Components. The Licensed Software is licensed as a single product. Its component parts may not be separated for use on more than one computer.

6. Product Support

You may receive the following Product Support from Licensor for so long as Licensor generally offers such Support to the public.

(a) Single Point of Contact. Support for Licensed Software will be handled through a Single Point of Contact (“Contact”) within the Your Company (although Licensor may agree to support more than one point of contact for large companies). You shall identify the Contact when purchasing user licenses for the Licensed Software. If Your Company already has a designated Contact, You will not be able to select an additional Contact without the written consent of Licensor.

(b) Support Charges. Support, if provided, will be billed at normal hourly support rates as determined by Licensor.

(c) Third Party Support. In the event that You receive Support from an Authorized Third Party Support Provider, such support will be governed by Your agreement with that Support Provider. Licensor makes no guarantees regarding the quality or correctness of any such support.

(d) No Guarantee of Support. Purchasing a User License for the Licensed Software does not guarantee that You will be provided with Support.

7. Price & Payment

(a) Price. You agree to pay Licensor the annual License Fee in the amount stated on Licensor’s invoice. The License Fee is determined according to the method stated on the invoice. Payment of the License Fee entitles You to Use the Licensed Program in accordance with this Agreement during the stated Term. Any applicable Product Support Fees are referenced in Section 6 (“Product Support”). Licensor shall not refund or pro-rate the License Fee if You discontinue use or abandon the Licensed Program.

(b) Payment. Unless otherwise stated on Licensor’s invoice, the applicable fees and shipping charges are payable by You promptly upon delivery. You will pay all sales, use, value-added, GST, personal property or other governmental tax or levy associated with this transaction (including interest and penalties imposed thereon) other than taxes based on the net income or profits of Licensor. If You fail to pay any amount when due, Your license to Use the Licensed Program will automatically terminate and You will pay all costs of enforcement, including reasonable legal fees.

8. Transfer of License

Licensor may agree, under certain terms and conditions, to allow You to transfer and assign not less than all of Your rights to the Licensed Program under this Agreement. You must give Licensor written notice of the requested transfer and the identity of the transferee. Licensor may condition the transfer on the transferee’s written consent to be bound by this Agreement. Licensor may impose transfer fees on an assignment of this Agreement. By transferring this Agreement, You terminate any right to Your continued possession or Use of the Licensed Program. You must promptly destroy all remaining copies of the Licensed Program in Your possession or under Your control. Licensor may require a Deletion Code or other proof of destruction to complete the License Transfer.

9. No Warranties

Licensor expressly disclaims any warranty for the Licensed Software. The Licensed Software and any related documentation or support is provided “AS IS” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, non-infringement, quality, conformity with specifications, reliability or functionality. The entire risk arising out of use, performance, or nonperformance of the Licensed Software remains with You. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE LICENSED SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

10. Software Locks & Undocumented Features

BE ON NOTICE THAT THE LICENSED PROGRAM CONTAINS A SOFTWARE LOCK THAT IS DESIGNED TO PREVENT UNAUTHORIZED OR EXCESSIVE USE OF THE LICENSED PROGRAM. USAGE OF THE LICENSED PROGRAM MAY, UNDER CERTAIN CIRCUMSTANCES, BE AUTOMATICALLY TERMINATED. LICENSOR DOES NOT REPRESENT OR WARRANT THAT OPERATION OF THIS FEATURE WILL BE ERROR FREE. YOU NEVERTHELESS AGREE THAT INCORPORATION OF THIS FEATURE INTO THE LICENSED PROGRAM IS COMMERCIALLY REASONABLE, HAS BEEN REFLECTED IN THE TERMS AND CONDITIONS OF THIS AGREEMENT AS A WHOLE AND YOU ACCEPT ALL RISK ASSOCIATED WITH THIS FEATURE.

11. Limitation of Remedies & Liabilities.

The following provisions are a material condition of this Agreement and reflect a fair allocation of risk: (a) Remedies. You agree that if the Licensor violates any warranty or other provision of this Agreement, and Licensor determines that repair or other corrective action is not economically or technically feasible, Your sole and exclusive remedy will be to obtain a refund of License Fees paid by You. You also agree that legal remedies alone provide inadequate protection of Licensor’s intellectual property rights in the Licensed Program and that, in addition to other relief, Licensor may without necessity of posting bond obtain temporary and permanent injunctions to enforce those rights.

(b) Limitation of Liability. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES DAMAGES INCURRED BY YOU, YOUR CUSTOMERS OR ANY THIRD PARTY. THIS LIMITATION PROTECTS LICENSOR AND ANY DISTRIBUTOR OR RESELLER FROM WHOM YOU OBTAINED THE LICENSED PROGRAM. IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSE FEE FOR THE LICENSED SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Term & Termination

(a) Generally. This Agreement shall continue in full force and effect in perpetuity unless terminated earlier in accordance with this or another Section of this Agreement. This Agreement will terminate automatically if You breach any provision of it. You may terminate this Agreement at any time at Your election.

(b) Effect of Termination. Termination of this Agreement will terminate Your right to possess or Use the Licensed Program. Upon termination for any reason, You agree to return to Licensor or destroy the original and all copies of the Licensed Program (including Documentation) and cease all further Use of it. Termination will have no effect on Your obligation to safeguard and protect proprietary rights of Licensor under Section 5(a) (“Rights to Licensed Program”), disclaimers under Section 9 (“Warranties”), limitations under Section 11 (“Limitation of Remedies & Liabilities”) or continuing assurances made under Section 14 (“Export Regulations”).

Except for certain injunctive relief authorized under Section 11 (“Limitation of Remedies & Liabilities”) which may be brought at any time, the parties agree that all disputes shall be submitted to a single arbitrator under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall include a written explanation of the decision, shall be limited to remedies otherwise available in court and shall be binding upon the parties and enforceable in any court of competent jurisdiction. 

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND WASHINGTON, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE. YOU WILL BRING ANY ACTION AGAINST LICENSOR WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES, OR BE BARRED.

14. Export Regulations

The transfer of technology across national boundaries is regulated by the U.S. Government. You agree not to export or re‐export the Licensed Program without first obtaining any required export license or governmental approval. You will not directly or indirectly export or re‐export Licensed Program technology to any country or location in violation of U.S. Export Administration Regulations. This provision and the assurances made herein shall survive termination of this Agreement.

15. U.S. Government Restricted Rights

The Licensed Program (including Documentation) is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227‑7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software — Restricted Rights clause at 48 CFR 52.227–19, as applicable. The Contractor is Kardin Systems, Inc., with offices at 8024 Bracken Pl. SE, Snoqualmie, WA 98065–9257.

16. Non‐waiver

You agree that no failure to exercise, and no delay in exercising any right, power, or privilege hereunder on the part of Licensor shall operate as a waiver of any right, power, or privilege. You further agree that no single or partial exercise of any right, power, or privilege hereunder shall preclude its further exercise.

17. Miscellaneous

This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. This document and Your signature entry or agreement in electronic form, or a hard copy duplicate in good form, shall be considered an original document with authenticated signature admissible into evidence unless the document’s authenticity is genuinely placed in question. You may issue a purchase order, but it will have no substantive effect on our Agreement. This Agreement may be modified or amended only by a writing signed by an authorized representative of Licensor. It is agreed that sales representatives and distributors of the Licensed Program have no authority to alter this Agreement. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect. 

If you have any questions about this Agreement, please contact us:

Kardin Systems, Inc.
8024 Bracken Pl. SE
Snoqualmie, WA 98065–9257
USA

www.kardin.com
customercare@kardin.com