Last Updated: 2025-02-23
This End-User License Agreement ("Agreement") is a legal agreement between you ("End User" or "you") and [Your Company Name] ("Company," "we," "us," or "our"). This Agreement governs your use of the [App Name] software application (the "App"), which is made available through QuickBooks Online, a service provided by Intuit Inc. ("Intuit"). By installing, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, do not install or use the App.
1.1. Limited License
Subject to the terms and conditions of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to use the App solely in connection with your authorized access to QuickBooks Online and solely for your internal business purposes.
1.2. No Ownership Transfer
The App is licensed, not sold. This Agreement does not convey to you any ownership interest in or to the App or any related intellectual property rights.
2.1. Compliance with QuickBooks Online Terms
Because you are accessing the App through QuickBooks Online, you must comply with (i) this Agreement, and (ii) the terms of service of QuickBooks Online (including all policies and guidelines provided by Intuit) at all times when using the App.
2.2. Restrictions
You agree not to, directly or indirectly:
2.3. Third-Party Services
The App may interact or integrate with third-party services, including QuickBooks Online. The Company is not responsible for the quality, security, or performance of any third-party services. Your use of third-party services may be subject to separate terms imposed by the respective third party.
3.1. Data Access and Use
By using the App, you understand and agree that the App may access and process your data in accordance with this Agreement and our [Privacy Policy]. You agree that the Company may collect and use data as necessary to (i) provide, maintain, and improve the App, and (ii) comply with all applicable legal or contractual requirements.
3.2. Privacy Policy
Your use of the App is subject to the Company's [Privacy Policy], which is hereby incorporated by reference. Please review our Privacy Policy for information on how we collect, use, and disclose your personal information.
4.1. Ownership
The App and all intellectual property rights therein are and shall remain the exclusive property of the Company and its licensors. All rights not expressly granted in this Agreement are reserved by the Company.
4.2. Feedback
If you provide the Company with any suggestions, ideas, comments, or other feedback ("Feedback") regarding the App, you grant the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback in the App or any other products or services without any obligation to provide compensation to you.
5.1. Subscription and Fees
Access to certain features of the App may require payment of fees or a subscription. Any fees will be set forth at the time of purchase or subscription. You agree to pay all applicable fees in accordance with the terms and prices posted within QuickBooks Online or through our billing processes.
5.2. Taxes
You are responsible for paying all taxes (if any) associated with your purchase or use of the App, excluding taxes based on the Company's net income.
6.1. Term
This Agreement is effective upon your acceptance (by installing or using the App) and remains in effect until terminated as provided herein.
6.2. Termination by You
You may terminate this Agreement at any time by ceasing all use of the App and uninstalling or removing any copies of the App within QuickBooks Online.
6.3. Termination by the Company
We may terminate this Agreement at any time, for any reason, without notice. Reasons for termination may include (but are not limited to) your violation of any term of this Agreement or any unauthorized use of the App.
6.4. Effect of Termination
Upon termination of this Agreement, you will stop all use of the App and uninstall or remove all copies of the App from your QuickBooks Online account. Sections of this Agreement relating to ownership, disclaimers, liability limitations, confidentiality, and other provisions that by their nature should survive termination shall survive termination.
7.1. "As Is" Basis
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
7.2. No Guarantee of Availability
The Company does not guarantee that the App (or any portion thereof) will always be available, uninterrupted, secure, or error-free. The Company will not be liable for any unavailability or inaccessibility of the App.
7.3. QuickBooks Online Disclaimer
THE APP IS PROVIDED INDEPENDENTLY OF INTUIT. INTUIT HAS NO LIABILITY OR RESPONSIBILITY FOR THE APP OR THIS AGREEMENT. THE COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENT, QUALITY, AND PERFORMANCE OF THE APP.
8.1. Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE APP, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. Maximum Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY FOR ANY CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE APP IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE PAID NO AMOUNT, THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50).
You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the App in violation of this Agreement or applicable law; (ii) any data or content you provide or otherwise transmit via the App; (iii) your breach of any representation or warranty in this Agreement; or (iv) your violation of any third party's rights.
The App may provide you with access to confidential or proprietary information of the Company or others. You agree to maintain the confidentiality of such information and use it only for purposes consistent with this Agreement. You shall not disclose such information without the Company's prior written consent.
You shall not export, re-export, or release the App, in whole or in part, to any jurisdiction or country to which export, re-export, or release is prohibited by law. You shall comply with all applicable federal, state, and local laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, or releasing the App.
12.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflict of law principles.
12.2. Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall be resolved in accordance with the dispute resolution process specified by [Your Company Name] or, if no such process is specified, in the federal or state courts located in [Your Jurisdiction], and you consent to the personal jurisdiction of and venue in such courts.
The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time. We will provide notice of material changes (e.g., by posting a notice within QuickBooks Online, sending an in-App notification, or emailing you). Your continued use of the App after any such changes constitutes your acceptance of the new terms.
14.1. Entire Agreement
This Agreement (including any documents incorporated by reference) constitutes the entire agreement between you and the Company regarding the subject matter hereof and supersedes any prior or contemporaneous agreements, understandings, or communications.
14.2. Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
14.3. Waiver
The failure of the Company to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
14.4. Assignment
You may not assign or transfer this Agreement or any rights or obligations herein without the Company's prior written consent. The Company may freely assign or transfer this Agreement without restriction.
14.5. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No other person or entity shall have any right to enforce any of its terms.
14.6. Electronic Communications
Communications between you and the Company may be in electronic form. For contractual purposes, you (i) consent to receive communications from the Company in an electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.
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