1. Grant of License
The Application Provider ("Licensor") grants the End User ("Licensee") a limited, non-exclusive, non-transferable, revocable license to access and use the Cash Flow Optimizer web application ("Software") solely for Licensee's internal business operations. This license is personal to the Licensee and may not be assigned, sublicensed, or transferred to any third party without prior written consent from the Licensor.
All rights not expressly granted herein are reserved by the Licensor. Nothing in this Agreement shall be construed to grant the Licensee any rights to the underlying source code, algorithms, trade secrets, or other proprietary information of the Software.
2. Subscription and Access
Access to the Software may require a paid subscription. By subscribing to the Software, Licensee agrees to:
- Provide accurate, current, and complete account registration and billing information.
- Maintain and promptly update account information to keep it accurate and current.
- Comply with all usage limitations, including user seat limits, data storage caps, and API rate limits associated with the selected subscription tier.
- Pay all applicable fees in accordance with the billing terms presented at the time of subscription.
- Maintain the confidentiality of account credentials and notify Licensor immediately of any unauthorized use.
Licensor reserves the right to modify subscription pricing, features, or terms with reasonable advance notice. Continued use of the Software after such modifications constitutes acceptance of the updated terms.
3. Third-Party Integrations
The Software may connect to and integrate with third-party services, including but not limited to QuickBooks Online, Google Sheets, Google Workspace, and other accounting, productivity, or business intelligence platforms. These third-party services are governed by their own independent terms of service, privacy policies, and licensing agreements.
Licensee acknowledges and agrees that:
- Licensee is solely responsible for maintaining valid accounts, subscriptions, and permissions with all third-party services.
- Licensee must comply with all terms of service of connected third-party platforms.
- Third-party integrations may be modified, suspended, or discontinued by the respective providers at any time.
- Licensor has no control over and assumes no responsibility for the availability, accuracy, or functionality of third-party services.
- Any data transferred to or from third-party services is subject to the privacy policies of those services.
4. Ownership and Intellectual Property
The Software, including but not limited to all source code, object code, algorithms, databases, documentation, user interfaces, designs, graphics, logos, trademarks, and related intellectual property, is owned exclusively by the Licensor and/or its licensors. This Agreement does not convey any ownership rights to the Licensee.
Licensee acknowledges that:
- The Software is protected by copyright, trade secret, patent, and other intellectual property laws.
- Unauthorized use, reproduction, or distribution of the Software may result in civil and criminal penalties.
- Licensee shall not remove, alter, or obscure any proprietary notices or labels on the Software.
- Any feedback, suggestions, or improvements submitted by Licensee become the property of Licensor.
5. Data Ownership and Privacy
Licensee retains all ownership rights to its business data, financial information, and other content entered into or processed through the Software ("Licensee Data"). By using the Software, Licensee grants Licensor a limited, non-exclusive license to access, process, store, and transmit Licensee Data solely for the purpose of providing and improving the Software services.
Licensee acknowledges and agrees that:
- Licensee authorizes secure access, transfer, and processing of data between the Software and connected third-party services.
- Licensor will implement commercially reasonable security protocols to protect Licensee Data.
- Licensor makes no guarantee of error-free data transmission, storage, or processing.
- Licensee is responsible for maintaining backup copies of critical business data.
- Licensor may use anonymized, aggregated data for analytics and service improvement purposes.
For detailed information about data handling practices, please refer to our Privacy Policy.
6. License Restrictions
Licensee expressly agrees not to engage in any of the following prohibited activities:
- Sell, lease, sublicense, distribute, or otherwise transfer access to the Software to any third party.
- Share login credentials with unauthorized users or allow multiple users to access a single-user license.
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
- Copy, modify, adapt, translate, or create derivative works based on the Software.
- Use the Software for any illegal, unauthorized, or unethical purposes.
- Circumvent, disable, or interfere with security features or access controls.
- Use automated scripts, bots, or other means to access or scrape data from the Software.
- Introduce viruses, malware, or other harmful code into the Software.
- Use the Software in a manner that could damage, disable, or impair its functionality.
- Violate any applicable local, state, national, or international laws or regulations.
Violation of these restrictions may result in immediate termination of this license, suspension of access, and pursuit of all available legal remedies.
7. Availability and Support
Licensor strives to maintain reliable, continuous access to the Software. However, Licensor does not guarantee:
- Uninterrupted or error-free service availability.
- Continued compatibility with future versions of third-party platforms, APIs, or operating systems.
- Specific response times for technical support inquiries.
- Availability of support for legacy features or deprecated functionality.
The Software may be temporarily unavailable due to scheduled maintenance, system upgrades, emergency repairs, or circumstances beyond Licensor's reasonable control. Licensor will make commercially reasonable efforts to provide advance notice of scheduled maintenance windows.
8. Disclaimer of Warranties
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
- WARRANTIES THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS.
- WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RESULTS OR OUTPUT.
Licensee assumes all risk and responsibility for the selection, use, and results obtained from the Software. No oral or written information or advice given by Licensor shall create any warranty not expressly stated in this Agreement.
9. Limitation of Liability
- LOSS OF DATA, REVENUE, PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
- BUSINESS INTERRUPTION, DOWNTIME, OR INABILITY TO ACCESS THE SOFTWARE.
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
- COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
- DAMAGES ARISING FROM THIRD-PARTY INTEGRATION FAILURES OR API CHANGES.
- DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF LICENSEE DATA.
Aggregate Liability Cap: Licensor's total cumulative liability under this Agreement shall not exceed the total amount actually paid by Licensee to Licensor for the Software during the ninety (90) day period immediately preceding the claim giving rise to such liability.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above limitations shall apply to the fullest extent permitted by applicable law.
10. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Licensee's use or misuse of the Software.
- Licensee's violation of this Agreement.
- Licensee's violation of any applicable law or regulation.
- Licensee's infringement of any third-party rights.
- Any content or data submitted by Licensee through the Software.
11. Termination
Either party may terminate this Agreement at any time for any reason. Upon termination:
- Licensee's access to the Software will cease immediately.
- Licensee must discontinue all use of the Software.
- Cached, processed, or stored Licensee Data may be deleted in accordance with our data retention policies.
- All provisions of this Agreement that by their nature should survive termination shall survive, including ownership, warranty disclaimers, limitation of liability, and indemnification.
Licensor reserves the right to immediately terminate or suspend access without notice if Licensee breaches any material term of this Agreement or engages in conduct that Licensor determines, in its sole discretion, may harm the Software, other users, or Licensor's reputation.
12. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which Licensor is headquartered, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of competent jurisdiction in that jurisdiction, and the parties hereby consent to personal jurisdiction and venue in such courts.
Informal Resolution: Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by contacting each other directly. If the dispute is not resolved within thirty (30) days of initial contact, either party may proceed with formal legal action.
13. Updates to This Agreement
Licensor reserves the right to modify, amend, or update this Agreement at any time by posting a revised version on the Software or providing notice through other reasonable means. The "Effective Date" at the top of this Agreement indicates when the current version became effective.
Continued use of the Software following the posting of any modifications constitutes Licensee's acceptance of the updated terms. If Licensee does not agree to the modified terms, Licensee must discontinue use of the Software immediately.
14. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.
15. Entire Agreement
This Agreement, together with our Privacy Policy and any other policies or terms referenced herein, constitutes the complete and exclusive understanding between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, representations, and understandings, whether written or oral.
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of Licensor.
16. Contact Information
For questions, concerns, or inquiries regarding this License Agreement, please contact us through our support channels or reach out to our team directly.