End User License Agreement — AGSF Accounting Bridge

Effective date: [Pending decision P10: effective date and last updated date; set on approval] · Last updated: [Pending decision P10: effective date and last updated date; set on approval]

1. Introduction and scope

This End User License Agreement (the “Agreement”) governs the use of AGSF Accounting Bridge [Pending decision P1: app name; this draft uses the proposed name “AGSF Accounting Bridge”] (the “Service”), a private service that ACCOUNTING GROUP OF SOUTH FLORIDA LLC operates on a server run for it by a hosting provider, to connect the QuickBooks Online companies of the firm, and of clients of the firm that have authorized it in writing, to the work of the firm's authorized staff.

The Service is not a commercial product. It is not sold, licensed for a fee, offered to the public, or listed on the Intuit App Store or any other marketplace. It is used only by staff whom ACCOUNTING GROUP OF SOUTH FLORIDA LLC has expressly authorized, to perform accounting work for the firm and for its clients.

This Agreement is published at a public address because Intuit requires a publicly reachable end-user license agreement before it issues production credentials. Its publication is not an offer to license the Service to anyone.

2. Definitions

• “Licensor” means ACCOUNTING GROUP OF SOUTH FLORIDA LLC, a Florida limited liability company, with its principal place of business at 20200 West Dixie Highway, Ste 902, Aventura, FL 33180.
• “Authorized User” means an employee, officer or contractor of Licensor whom Licensor has expressly authorized to use the Service and who signs in with an account of Licensor's Microsoft 365 organization.
• “Client” means a person or entity that has engaged Licensor for accounting, bookkeeping or related services and has authorized Licensor in writing to access its QuickBooks Online company through the Service. Clients do not operate the Service and are not Authorized Users.
• “Service” means the AGSF Accounting Bridge software and the server on which Licensor operates it, including its administration screens, its connector for the artificial intelligence assistant described in Section 7, and its documentation.
• “QuickBooks” means QuickBooks Online, the accounting service operated by Intuit Inc.
• “Company Data” means the records held in any QuickBooks company connected to the Service, whether it belongs to Licensor or to a Client, including contact information of customers, vendors and employees and financial amounts.

3. Permission to use

Subject to this Agreement, Licensor grants each Authorized User a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free permission to use the Service, solely for Licensor's internal operations and for the accounting services that Licensor provides to its Clients. No fee is charged and no payment obligation arises under this Agreement.

4. Restrictions

Authorized Users shall not:

• give access to the Service, or to their sign-in, to anyone who is not an Authorized User;
• use the Service to access a QuickBooks company other than one owned or controlled by Licensor or one belonging to a Client that has authorized that access in writing, or keep accessing a Client's company after that authorization ends;
• use the Company Data of one Client for the benefit of another Client, or combine the Company Data of different Clients;
• circumvent, disable or interfere with any security or usage control of the Service or of Intuit, including the previews, approvals, practice mode and protected accounts described in the Privacy Policy;
• use the Service in a way that violates the Intuit Developer Terms of Service, the QuickBooks terms of service or any applicable law.

5. Intellectual property

The Service is licensed, not sold. Licensor and its licensors keep all right, title and interest in it. The Service includes third-party open-source components, each under its own license. “Intuit” and “QuickBooks” are trademarks of Intuit Inc., used only to identify the service with which the Service works; the Service is not endorsed by, sponsored by or affiliated with Intuit Inc.

6. Relationship with Intuit and QuickBooks

The Service is a client of the Intuit QuickBooks Online Accounting API and requests a single OAuth scope, com.intuit.quickbooks.accounting. That scope allows both reading and changing records, so the Service can create, update, void and delete records, and ask QuickBooks to email documents, in a connected company, subject to the controls described in the Privacy Policy. The use of QuickBooks is governed by the agreement between the owner of each QuickBooks company and Intuit Inc., which this Agreement does not change. Licensor does not control QuickBooks and is not responsible for any act, omission, outage, data loss or change of interface on the part of Intuit.

A connection can be ended at any time by a Licensor administrator in the Service, or by disconnecting the application from the list of connected apps in the settings of that QuickBooks company. A Client may also end it by withdrawing its authorization. Ending a connection stops the Service's access to that company; it does not delete records in QuickBooks.

7. Data and service providers

The Service runs on servers of Amazon Web Services. It stores the QuickBooks connection credentials of each connected company in encrypted form, a record of the actions taken through it, and the other items described in the Privacy Policy. Authorized Users sign in with accounts of Licensor's Microsoft 365 organization, provided by Microsoft. Authorized Users work with the Service through Claude, an artificial intelligence assistant provided by Anthropic, PBC [Pending decision P8: whether these pages name the AI provider; this draft names it; the alternative wording is “a third-party artificial intelligence service provider”], under the commercial terms of Licensor's Claude Enterprise plan. Company Data that the Service returns to Claude is transmitted to and processed by Anthropic [Pending decision P7: where Anthropic processes the data under the firm's Claude Enterprise plan; to be confirmed in that plan's terms]. This is a disclosure to a third party; the Privacy Policy published alongside this Agreement describes it, together with what is stored, for how long and how it is protected.

8. No support obligation

The Service is provided without any obligation on the part of Licensor to furnish maintenance, updates, bug fixes, training or technical support. Nothing in this Agreement creates a service level, availability or response time commitment.

9. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF SECURITY VULNERABILITIES, OR THAT ANY ACCOUNTING RECORD CREATED, MODIFIED OR DELETED THROUGH THE SERVICE WILL BE ACCURATE OR COMPLETE. The Service has not been certified, audited or assessed by any independent party. It makes no tax, legal or accounting judgment of its own; the correctness of each instruction remains the responsibility of the person who gives and approves it.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR ACCOUNTING RECORDS, ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED [Pending decision P4: liability cap; proposed: one hundred U.S. dollars (US$100)], THE SERVICE BEING PROVIDED WITHOUT CHARGE. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

11. Term and termination

This Agreement takes effect on the effective date above and continues until terminated. Licensor may terminate it, or any Authorized User's access, at any time, with or without cause. An Authorized User's permission ends automatically when Licensor deactivates that user in the Service or the user's relationship with Licensor ends. On termination of this Agreement the QuickBooks connections of the Service are to be disconnected. Termination does not by itself delete Company Data from QuickBooks or the records kept by the Service, whose retention is described in the Privacy Policy. Sections 4, 5, 9, 10 and 12 survive termination.

12. Governing law and venue

This Agreement is governed by [Pending decision P2: governing law; proposed: the laws of the State of Florida], without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of [Pending decision P3: courts; proposed: the state and federal courts located in Miami-Dade County, Florida].

13. Changes to this Agreement

Licensor may revise this Agreement. The revised version takes effect when published at the address where this Agreement is hosted, with an updated “Last updated” date.

14. Entire agreement, severability and waiver

This Agreement, together with the Privacy Policy referenced in Section 7, is the entire agreement regarding the Service. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the rest remains in force. Failure to enforce a provision is not a waiver of it.

15. Contact

ACCOUNTING GROUP OF SOUTH FLORIDA LLC, 20200 West Dixie Highway, Ste 902, Aventura, FL 33180. Email: alex@agosfl.com.