End-User
Licence Agreement

1. Agreement and acceptance

This End-User Licence Agreement (the “Agreement”) is a legal agreement between you and OKGN Bookkeeping Inc., a British Columbia company (“OKGNBooks,” “we,” “us” or “our”), governing your access to and use of the private OKGNBooks QuickBooks integration application, including its related interfaces, documentation and updates (collectively, the “Application”).

If you use the Application for a business or other organization, “you” includes that organization, and you represent that you are authorized to bind it. This Agreement begins when you first access or use the Application.

2. Eligibility and authority

The Application is a private operational tool, not a public consumer application. You may use it only if OKGNBooks has expressly authorized you, you are at least the age of majority where you live, and you have authority to access every business, QuickBooks Online company and data source you connect or manage.

3. Licence grant

Subject to this Agreement and any applicable service agreement, OKGNBooks grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Application solely for your authorized internal business and bookkeeping operations. The Application is licensed, not sold.

4. Restrictions

You must not, and must not permit anyone else to:

• access the Application without authorization or share access credentials;
• copy, sell, rent, sublicense, distribute or commercially exploit the Application;
• reverse engineer, decompile or attempt to discover source code, except where law expressly permits;
• bypass authentication, approval, audit, tenant-isolation or other safeguards;
• upload malicious code, interfere with availability, probe for vulnerabilities without written permission, or use automated means that burden the service;
• use the Application or connected data unlawfully, fraudulently or in a way that infringes another person’s rights; or
• use the Application to access, alter or disclose data belonging to a business you are not authorized to represent.

5. Accounts and security

You are responsible for safeguarding your credentials, devices and active sessions, and for promptly telling us about suspected unauthorized access. You must keep your account information accurate. We may require multi-factor authentication, password changes or other reasonable security measures. Activity performed through your account may be treated as authorized unless you have notified us of compromise.

6. QuickBooks connection

The Application may connect to QuickBooks Online through Intuit-authorized interfaces. You choose whether to authorize that connection and which company to connect. You may revoke or disconnect access, subject to reasonable steps needed to protect records and complete an orderly disconnection.

Intuit and QuickBooks are third-party services governed by their own terms and privacy practices. OKGNBooks is independent of Intuit Inc. and does not control the availability, functionality or security of Intuit services. “Intuit” and “QuickBooks” are trademarks of Intuit Inc. Their use does not imply sponsorship or endorsement.

7. Your responsibilities

You are responsible for:

• the legality, accuracy, completeness and quality of data and instructions you provide;
• reviewing proposed matches, attachments, entries and other material actions before approval;
• maintaining appropriate source documents, records, backups and internal controls;
• confirming that the correct QuickBooks company, transaction and reporting period are selected; and
• meeting your accounting, tax, employment, privacy, retention and regulatory obligations.

The Application may assist with bookkeeping workflows, evidence management and verified data exchange. It does not replace your judgment or the advice of a qualified accountant, tax professional or lawyer. You remain responsible for final business decisions and filings.

8. Data and privacy

You retain ownership of data you lawfully provide or authorize us to access (“Customer Data”). You grant OKGNBooks a limited right to host, copy, process, transmit and otherwise use Customer Data only as reasonably necessary to provide, secure, support and improve the Application and related services, comply with law, and enforce our agreements.

You confirm that you have all notices, consents and authority required for us to process Customer Data on your instructions. Our handling of personal information is also governed by the OKGNBooks Privacy Policy presented with the Application. We do not acquire ownership of your QuickBooks data through this Agreement.

9. Professional services and fees

Bookkeeping, implementation, support levels, fees and other professional services may be governed by a separate engagement letter, service agreement, statement of work or order. If those terms conflict with this Agreement, those terms control the commercial and professional services, while this Agreement controls the licence and use of the Application.

10. Ownership and feedback

OKGNBooks and its licensors own the Application, its software, design, documentation and related intellectual property, excluding Customer Data and third-party materials. No rights are granted except those expressly stated here. If you provide suggestions or feedback, you grant us a perpetual, worldwide, royalty-free right to use it without identifying you or disclosing confidential Customer Data.

11. Availability, support and changes

We may maintain, update or modify the Application, including to address security, legal or third-party platform changes. We aim to provide reliable service but do not guarantee uninterrupted or error-free availability. Support is available through your OKGNBooks engagement contact or the address below. Planned or emergency maintenance, internet failures, Intuit outages and events beyond our reasonable control may affect availability.

12. Suspension, termination and disconnection

You may stop using the Application and request disconnection of a QuickBooks company at any time. We may suspend or terminate access if you breach this Agreement, create a security or legal risk, fail to pay applicable fees, or if continued access could harm a customer, OKGNBooks, Intuit or another person.

On termination, the licence ends and you must stop using the Application. We will handle Customer Data in accordance with applicable law, our Privacy Policy, contractual retention obligations and any agreed transition plan. Provisions that by their nature should survive, including ownership, disclaimers, liability limits and dispute terms, will survive.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” OKGNBOOKS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS NOT EXPRESSLY STATED IN THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OPERATION.

Nothing in this Agreement excludes a warranty, condition or right that cannot lawfully be excluded. Third-party services and data are outside our control, and we are not responsible for changes, outages or acts of those providers.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OKGNBOOKS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING FROM OR RELATED TO THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY.

To the maximum extent permitted by law, OKGNBooks’ aggregate liability arising from or related to the Application will not exceed the greater of (a) the fees paid to OKGNBooks for the Application during the three months before the event giving rise to the claim, and (b) CAD $100. These limits do not apply to liability that cannot lawfully be limited or excluded.

15. Indemnity

To the extent permitted by law, you will indemnify and hold OKGNBooks and its personnel harmless from third-party claims, losses and reasonable costs arising from your unlawful use of the Application, your breach of this Agreement, Customer Data you were not authorized to provide, or your infringement of another person’s rights. This does not require you to indemnify us for our own fraud, wilful misconduct or gross negligence.

16. Governing law and disputes

This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The courts located in British Columbia have exclusive jurisdiction, except where applicable law gives you a non-waivable right to bring a claim elsewhere. Before filing a claim, each party will try in good faith for 30 days to resolve the dispute through written notice and direct discussion.

17. General terms

This Agreement and any terms expressly incorporated into it are the complete agreement about the Application. You may not assign this Agreement without our written consent; we may assign it in connection with a reorganization, merger, financing or sale of business. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. A waiver must be in writing and is not a continuing waiver. Headings are for convenience only.

We may update this Agreement to reflect changes to the Application, law or our operations. We will post the revised version and update its effective date, and will provide additional notice when required by law or when a change is material. Continued use after the effective date of an update constitutes acceptance, to the extent permitted by law.

18. Contact

Please use the subject line “OKGNBooks Application — Legal Notice” for notices relating to this Agreement.