End User License Agreement

Last updated: [EFFECTIVE DATE]

Draft — review required. This document is a working draft provided for operational setup and is not legal advice. It must be reviewed and approved by the operator and/or qualified legal counsel, and all [BRACKETED PLACEHOLDERS] must be completed, before it is relied upon or submitted for any application-verification process.

This End User License Agreement (the "Agreement") is a legal agreement between you (the "User," "you," or "your") and [LEGAL ENTITY NAME] ("we," "us," or "our") governing your use of Mr. Shoost, a command-line bookkeeping software application that connects to the QuickBooks Online API provided by Intuit Inc. ("Intuit"), together with any associated documentation and updates (collectively, the "Software").

By downloading, installing, authorizing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

1. License grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software for your internal business bookkeeping purposes.

2. Restrictions

You shall not, and shall not permit any third party to:

copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by applicable law or an applicable open-source license;
reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent such restriction is prohibited by law;
rent, lease, lend, sell, sublicense, distribute, or otherwise commercially exploit the Software, or provide it as a service to third parties, except as expressly authorized in writing;
remove, alter, or obscure any proprietary notices in the Software;
use the Software to access accounts or data you are not authorized to access, or in violation of any applicable law, regulation, or third-party right;
use the Software in any manner that violates Intuit's terms, interferes with the QuickBooks Online API, or exceeds rate limits or usage restrictions imposed by Intuit;
use the Software to transmit malware or to attempt to gain unauthorized access to any system or network.

3. QuickBooks Online and Intuit terms

The Software connects to QuickBooks Online through Intuit's API. Your use of QuickBooks Online and the Intuit platform is governed by your separate agreement(s) with Intuit, including Intuit's applicable terms of service and privacy policy. You are responsible for maintaining your own QuickBooks Online subscription and for ensuring you have the right to authorize the Software to access your QuickBooks Online company data. You authorize the Software to access and process that data on your behalf solely as needed to provide the functions you invoke. Intuit is not a party to this Agreement and has no obligations to you under it.

4. Your responsibilities and data

You are responsible for: (a) the accuracy and legality of the data you process with the Software; (b) maintaining backups of your data; (c) safeguarding the device, environment, and credentials used to run the Software; and (d) reviewing the results of any bookkeeping operations. The Software is a tool that assists with bookkeeping and does not constitute accounting, tax, financial, or legal advice. You remain responsible for the correctness of your financial records and for any filings or decisions based on them. Our handling of information is described in our Privacy Policy.

5. Intellectual property

The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. Except for the limited license granted in this Agreement, no rights are granted to you.

6. Updates

We may, but are not obligated to, provide updates, upgrades, or new versions of the Software. Such updates are governed by this Agreement unless accompanied by separate terms.

7. Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY DATA (INCLUDING DATA EXCHANGED WITH QUICKBOOKS ONLINE) WILL BE ACCURATE OR PRESERVED.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) [USD 100 / OTHER CAP]. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

9. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your misuse of the Software, your violation of this Agreement, or your violation of any applicable law or third-party right.

10. Term and termination

This Agreement is effective until terminated. It terminates automatically if you breach any of its terms. You may terminate it at any time by ceasing all use of the Software, disconnecting it from QuickBooks Online, and removing it from your systems. Upon termination, the license granted to you ends and you must stop using and delete all copies of the Software. Sections that by their nature should survive termination (including Sections 4, 5, 7, 8, 9, and 11) will survive.

11. Governing law and disputes

This Agreement is governed by the laws of [GOVERNING-LAW JURISDICTION], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [GOVERNING-LAW JURISDICTION] for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.

12. General

This Agreement constitutes the entire agreement between you and us regarding the Software and supersedes all prior understandings. If any provision is held unenforceable, the remaining provisions remain in full force. Our failure to enforce any right is not a waiver. You may not assign this Agreement without our prior written consent; we may assign it in connection with a merger, acquisition, or sale of assets. We may modify this Agreement by posting an updated version, and your continued use of the Software constitutes acceptance of the changes.

13. Contact

[LEGAL ENTITY NAME]
Email: [CONTACT EMAIL]