End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between you ("User," "you," or "your") and Wyecliff Inc. ("Wyecliff," "we," "us," or "our") governing your use of our software, services, and integrations, including but not limited to our QuickBooks Online integration and related automation tools.

By accessing or using our services, you agree to be bound by this Agreement. If you do not agree to these terms, do not use our services.

1. License Grant

Subject to your compliance with this Agreement, Wyecliff grants you a limited, non-exclusive, non-transferable, revocable license to access and use our services for your internal business purposes. This license does not include the right to:

• Modify, adapt, translate, or create derivative works based on our software
• Reverse engineer, decompile, disassemble, or attempt to derive source code
• Sublicense, lease, rent, loan, or otherwise transfer rights to third parties
• Remove, alter, or obscure any proprietary notices or labels
• Use the services for any unlawful purpose or in violation of any applicable laws

2. Intellectual Property Rights

All rights, title, and interest in and to the services, including all intellectual property rights, remain with Wyecliff and its licensors. The services are protected by copyright, trademark, and other intellectual property laws. You acknowledge that the services contain proprietary information and trade secrets of Wyecliff.

3. User Obligations

You agree to:

• Provide accurate, current, and complete information when required
• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized access or use of your account
• Use the services in compliance with all applicable laws and regulations
• Not use the services to transmit harmful, offensive, or illegal content
• Not interfere with or disrupt the integrity or performance of the services

4. Third-Party Services and Integrations

Our services integrate with third-party platforms, including Intuit QuickBooks Online. Your use of such integrations is subject to the following:

• QuickBooks Integration: By connecting your QuickBooks account, you authorize Wyecliff to access, retrieve, and process your QuickBooks data as necessary to provide our services. You represent that you have the authority to grant such access.
• Third-Party Terms: Your use of third-party services is governed by their respective terms of service and privacy policies. Wyecliff is not responsible for the availability, accuracy, or practices of third-party services.
• Data Handling: We handle data obtained from third-party integrations in accordance with our Privacy Policy and applicable data protection laws.

5. Intuit Platform Requirements

As a QuickBooks-integrated application, we comply with Intuit's platform requirements. You acknowledge that:

• Intuit may require us to modify or discontinue certain features
• Your QuickBooks data remains subject to Intuit's terms and policies
• We may need to update our integration to maintain compatibility
• Intuit is not responsible for Wyecliff's services or this Agreement

6. Data Security and Privacy

We implement industry-standard security measures to protect your data. However, no system is completely secure. You acknowledge that you provide data at your own risk. Our data practices are detailed in our Privacy Policy.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WYECLIFF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WYECLIFF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL WYECLIFF'S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO WYECLIFF IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Wyecliff and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the services, your violation of this Agreement, or your violation of any rights of a third party.

10. Term and Termination

This Agreement is effective until terminated. We may terminate or suspend your access to the services at any time, with or without cause, with or without notice. Upon termination:

• Your license to use the services immediately terminates
• You must cease all use of the services
• We may delete your data in accordance with our data retention policies
• Provisions that by their nature should survive termination shall survive

11. Modifications to This Agreement

We reserve the right to modify this Agreement at any time. We will notify you of material changes by posting the updated Agreement on our website or through other reasonable means. Your continued use of the services after such modifications constitutes acceptance of the updated Agreement.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

13. Miscellaneous

• Entire Agreement: This Agreement, together with our Privacy Policy and Terms of Service, constitutes the entire agreement between you and Wyecliff.
• Severability: If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in effect.
• Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
• Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time.

14. Contact Information

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