Terms of Service
1. Acceptance of Terms
Thank you for selecting SAM Directory, LLC. Subject to this Terms of Service (this “Agreement”), (“SDL”,
“us”, “we”, “our”)
gives you certain rights and imposes on you certain responsibilities as more fully described below. By
this Agreement or by accessing our Service (as defined below), you indicate that you have read, fully
and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf
a company, business or other legal entity, you represent that you have the authority to bind such entity
and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity
and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you
not accept this Agreement and may not use the Services.
SDL shall have the right to change or add to the terms of this Agreement at any time. The revised Agreement will become effective immediately after we post such changes. Any use of the Service by you after that date shall constitute your acceptance of this Agreement as modified. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services.
2. Description of Service
The “Service” includes provide assistance in obtaining an EIN (Employer Identification Number) in addition to a System for award management registartion. Our services do not extend to legal, tax, asset protection advice. We do not possess lawyers, certified public accountants, or any other certifications that extend to the above roles. We are a private organization that is not affiliated with any state or federal agency of any kind. Customers may obtain State Certificates and EINs directly from their State website, with no help or assistance from us, at a lower cost. We provide a third party service to our clients to help them with filing their business needs with their state, for a service fee based on delivery needs. You are subject to exclusive liability in such a scenario and we will not be held responsible or accountable for information provided by you. By agreeing to these terms, you understand the above information stating that SDL is not a legal firm and does provide any legal or financial advice.
3. Access and Use
Subject to the terms and conditions of this Agreement, you may use the Service solely for the purposes set forth in this Agreement. You are not licensed or permitted under this Agreement to do any of the following: (i) attempt to access any other SDL systems, programs or data that are not made available for public use; (ii) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws); (iii) work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services except as otherwise permitted by applicable law, (iv) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party (v) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or the use of the Services by SDL’s other licensees or customers; or (vi) otherwise use or otherwise exploit the Services except as expressly allowed under this Agreement. You shall comply with any codes of conduct, policies or other notices SDL provides you or publishes in connection with the Services, and you shall promptly notify SDL if you learn of a security breach related to the Services.
4. Reservation of Rights and Ownership; Your Content
SDL reserves all rights not expressly granted to you in this Agreement. The Services is protected by
copyright, trade secret
and other intellectual property laws. This Agreement does not grant you any rights to trademarks or
marks of SDL or any third party.
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You own all right, title and interest in and to Your Content. Notwithstanding anything to the contrary, SDL shall have the right to collect and analyze data and other information relating to the Services and related systems and technologies.
SDL has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that SDL may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. You understand that the operation of the Service, including Your Content, in certain circumstances, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to SDL’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. SDL will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
The failure of SDL to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and SDL, even though it is electronic and is not physically signed by you and SDL, and it governs your use of the Services. SDL reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on SDL’s website and in other communication with existing or potential SDL customers. To decline SDL this right you need to email Contact@SAM.Directory stating that you do not wish to be used as a reference.
5. Rights You Grant To Us
For purposes of this Agreement and solely access and use the account information as part of the Services, you grant SDL a limited power of attorney, and appoint SDL as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person relative to the Services. By agreeing to these Terms and Conditions you are hereby providing authorization to fill out, file, and sign documents, forms, and any other items on your behalf or on behalf of the requesting party
You acknowledge that the Services provided by SDL merely involve the filing of applications in the System for Award Managemnt based solely on information you provide. SDL and its personnel and affiliates are not accountants, tax advisors, or lawyers, and are not providing any legal, tax advice or guidance of this type.
7. Representations and Warranties
You represent and warrant to SDL that (i) you have full power and authority to enter into this Agreement; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow SDL to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and SDL’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s right, nor does Your Content contain any matter that is unlawful; and (iv) you are eighteen (18) years of age or older.
8. Privacy of Personal Information
9. Consent to Disclosure
You consent to allow SDL’s intermediate service provider, transmitter or electronic return originator to send the applicable tax return forms to the proper state agency and to receive associated information from the proper state agency.
10. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SDL, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT., SDL DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SDL OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
11. LIMITATION OF LIABILITY AND DAMAGES
YOU UNDERSTAND THAT SDL MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT
RESPONSIBLE FOR ANY REJECTION
OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES OR INTEREST USING THE SERVICES. FURTHER, SDL SHALL
BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT,
OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO SDL IN CONNECTION WITH YOUR PREPARATION OF YOUR TAX
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF SDL AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES TO SDL IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SDL AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN , DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO SDL, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SDL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SDL BE LIABLE FOR ANY LOSS, COST, LIABLITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES OR THIRD PARTY WEBSITES. IN NO EVENT DOES SDL ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SDL AND YOU. SDL WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.
You shall defend, indemnify, and hold harmless SDL from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content, or your other access, contribution to, use or misuse of the Service. SDL shall provide notice to you of any such claim, suit or demand. SDL reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting SDL’s defense of such matter.
You may not assign this Agreement without the prior written consent of SDL, but SDL may assign or
transfer this Agreement,
in whole or in part, without restriction. This Agreement (and any additional terms and conditions with
SDL amends or supplements this Agreement), is a complete statement of the agreement between you and SDL,
and sets forth the entire liability of SDL and your exclusive remedy with respect to the Services and
use. Except as expressly stated herein, you agree that SDL is not acting as your agent or fiduciary in
with your use of the any Services.
Any waiver of the terms herein by SDL must be in a writing signed by an authorized officer of SDL and expressly referencing the applicable provisions of this Agreement. SDL shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Kentucky law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Jefferson County, Kentucky, or federal court for the Western District of Kentucky. THE PARTIES AGREE THAT ANY DISUPTE ARISING OUT OF THIS AGREEMENT OR THE SERVICES SHALL BE HEARD BY A JUDGE, AND NOT A JURY.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that SDL may have under trade secret, copyright, patent or other laws.
Once we have submitted your application to sam.gov there are no refunds.
Subject to earlier termination as provided below, SDL may immediately terminate your account and this Agreement at any time by providing notice in any manner.