Important — read carefully

This End User License Agreement (“Agreement”) is a binding contract between you (“you,” “your,” or “Customer”) and The ArcLight Group, LLC, a [STATE] limited liability company (“Company,” “we,” “us,” or “our”). It governs your access to and use of ClaudeBot (the “Application”), an application that connects to Intuit QuickBooks® Online.

By clicking “Connect,” “Authorize,” or “I Agree,” creating an account, installing the Application, or otherwise accessing or using the Application, you agree to be bound by this Agreement. If you do not agree, do not install or use the Application.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

1Definitions

“Application” means the ClaudeBot software, including all updates, upgrades, patches, documentation, and related services we make available.

“Customer Data” means all data, records, and content you submit to the Application or that the Application accesses, retrieves, or generates on your behalf, including data retrieved from your QuickBooks Online company file.

“Intuit” means Intuit Inc. and its affiliates.

“QBO” means the Intuit QuickBooks Online service.

“Users” means individuals you authorize to use the Application under your account, including employees, contractors, and agents.

2Eligibility and account registration

2.1 You must be at least 18 years old and capable of forming a binding contract.

2.2 You must maintain an active QuickBooks Online subscription and any other third-party accounts required for the Application to function. We are not responsible for the availability, pricing, or terms of those third-party services.

2.3 You are responsible for the accuracy of your registration information, for maintaining the confidentiality of your credentials, and for all activity occurring under your account. You will notify us promptly at [SECURITY EMAIL] of any suspected unauthorized access.

2.4 You are responsible for your Users’ compliance with this Agreement and are liable for their acts and omissions as if they were your own.

3License grant

Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Application solely for your internal business purposes during the Term.

The Application is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Application.

4Restrictions

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

(a) copy, modify, translate, or create derivative works of the Application;
(b) reverse engineer, decompile, or disassemble the Application, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;
(c) rent, lease, lend, sell, sublicense, distribute, or otherwise make the Application available to any third party, or use it in a service bureau or time-sharing arrangement;
(d) remove, alter, or obscure any proprietary notices;
(e) use the Application to build a competing or substantially similar product or service, or to benchmark it for public disclosure without our prior written consent;
(f) circumvent or attempt to circumvent any usage limits, rate limits, authentication, or security controls;
(g) use automated means to access the Application other than through documented interfaces we provide;
(h) upload or transmit malicious code, or use the Application in a manner that impairs its performance or the experience of other customers;
(i) use the Application in violation of any applicable law, regulation, or the Intuit Developer or QuickBooks terms of service; or
(j) submit to the Application any data you are not authorized to possess or process.

5Intuit and third-party services

5.1 Independence. The Application is developed and provided by The ArcLight Group, LLC. It is not an Intuit product. Intuit does not sponsor, endorse, warrant, or support the Application, and Intuit is not a party to this Agreement.

5.2 Authorization. By connecting the Application to your QBO company, you authorize us to access, retrieve, create, modify, and (where applicable) delete data in your QBO company file through Intuit’s APIs, within the scopes you approve during authorization and consistent with the Application’s documented functionality.

5.3 Authority. You represent that you own or are authorized to grant access to the QBO company file(s) you connect, and that you have obtained all consents and provided all notices required for us to process the data contained in them, including data about your own customers, vendors, and employees.

5.4 Third-party dependency. The Application’s functionality depends on Intuit’s APIs and platform, which are outside our control. Intuit may modify, deprecate, throttle, suspend, or discontinue its APIs at any time. We are not liable for any interruption, degradation, data loss, or loss of functionality caused by changes to, or the unavailability of, QBO or Intuit’s APIs.

5.5 Your Intuit relationship. Your use of QBO is governed by your separate agreement with Intuit. Nothing in this Agreement modifies that agreement. You remain responsible for complying with it.

5.6 Disconnection. You may revoke the Application’s access at any time from within QuickBooks Online (App settings → Disconnect) or from within the Application. Revocation will disable the Application’s functionality. Handling of your data after disconnection is described in our Privacy Policy.

6Customer data

6.1 Ownership. As between you and us, you own all right, title, and interest in Customer Data. We claim no ownership in it.

6.2 License to us. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide, maintain, secure, and support the Application, and as otherwise permitted in this Agreement and our Privacy Policy.

6.3 Aggregated data. We may generate and use aggregated or de-identified data derived from use of the Application for analytics, benchmarking, and product improvement, provided such data does not identify you, your Users, or any individual, and is not reasonably capable of re-identification.

6.4 Responsibility. You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for your right to provide it to us.

6.5 Backups. You are responsible for maintaining your own backups of your QuickBooks data. While we maintain reasonable backup practices for our systems, the Application is not a backup service and we do not guarantee recovery of your data.

6.6 Privacy. Our collection and use of personal information is described in our Privacy Policy, which is incorporated into this Agreement by reference. Where we process personal data on your behalf as a processor, our Data Processing Addendum, available on request at [email protected], applies.

7Support, updates, and availability

7.1 We will provide commercially reasonable support by email at [email protected]. [Describe support hours and target response times, or delete this sentence.]

7.2 We may release updates, modify features, or discontinue features at any time. We will use commercially reasonable efforts to give advance notice of material adverse changes to core functionality.

7.3 We do not guarantee uninterrupted availability. Planned maintenance, third-party outages (including Intuit’s), and force majeure events may affect access.

8Intellectual property; feedback

8.1 We and our licensors retain all rights in the Application, including all software, interfaces, documentation, trademarks, and improvements. No rights are granted except as expressly stated.

8.2 If you provide suggestions, feedback, or ideas, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate them into our products without obligation or attribution.

9Third-party and open source components

The Application may include third-party or open source components licensed under their own terms, which are available on request at [email protected]. To the extent those terms conflict with this Agreement with respect to those components, those terms govern.

10Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. A party may disclose Confidential Information if legally compelled, after giving reasonable notice where permitted.

11Term and termination

11.1 Term. This Agreement begins when you first accept it and continues until terminated.

11.2 Termination by you. You may terminate at any time by disconnecting the Application from QBO and closing your account.

11.3 Termination by us. We may suspend or terminate your access (a) immediately for material breach or use that creates legal or security risk; or (b) for convenience on [30] days’ notice.

11.4 Effect. On termination, your license ends and you must cease using the Application. Handling and deletion of Customer Data after termination is described in our Privacy Policy. You should export any data you wish to retain before terminating.

11.5 Survival. Sections 4, 6.1, 6.3, 8, 10, 11.4, 12, 13, 14, and 16 through 18 survive termination.

12Disclaimers

12.1 NO PROFESSIONAL ADVICE. THE APPLICATION IS A SOFTWARE TOOL. IT DOES NOT PROVIDE ACCOUNTING, BOOKKEEPING, TAX, LEGAL, FINANCIAL, OR COMPLIANCE ADVICE. ANY CALCULATIONS, CATEGORIZATIONS, REPORTS, OR RECOMMENDATIONS IT PRODUCES ARE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL OUTPUT BEFORE RELYING ON IT, INCLUDING BEFORE FILING ANY TAX RETURN, ISSUING ANY FINANCIAL STATEMENT, OR MAKING ANY BUSINESS DECISION. CONSULT A QUALIFIED PROFESSIONAL.

12.2 DATA MODIFICATION. IF THE APPLICATION WRITES TO OR MODIFIES YOUR QUICKBOOKS DATA, YOU ACKNOWLEDGE THAT SUCH CHANGES MAY BE DIFFICULT OR IMPOSSIBLE TO REVERSE. YOU ARE RESPONSIBLE FOR REVIEWING PROPOSED CHANGES AND MAINTAINING BACKUPS.

12.3 “AS IS.” EXCEPT AS EXPRESSLY STATED, THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE APPLICATION WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED.

12.4 Some jurisdictions do not allow certain warranty exclusions, so parts of this section may not apply to you.

13Limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED [USD $500].

13.3 The limitations in this section do not apply to your indemnification obligations, or to either party’s liability for gross negligence, willful misconduct, or any liability that cannot be limited under applicable law.

13.4 These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

Note on the cap. Because the Application is provided at no charge, there is no fee-based measure for the cap. A fixed figure is used instead. Counsel should confirm the amount is defensible in your jurisdiction, since a cap set too low is sometimes struck as unconscionable.

14Indemnification

You will defend, indemnify, and hold harmless The ArcLight Group, LLC, its affiliates, and their officers, directors, members, employees, and agents from any third-party claim, demand, or proceeding, and all resulting damages, losses, liabilities, and reasonable attorneys’ fees, arising out of or related to (a) your Customer Data, (b) your use of the Application in violation of this Agreement or applicable law, (c) your breach of your representations in Section 5.3, or (d) any dispute between you and Intuit or any other third party.

Optional reciprocal IP indemnity — include only if you intend to offer one: We will defend you against third-party claims alleging that the Application, as provided by us and used in accordance with this Agreement, infringes a third party’s intellectual property rights, and will pay resulting damages finally awarded or amounts we agree in settlement, provided you promptly notify us, give us sole control of the defense, and reasonably cooperate. This obligation does not apply to claims arising from Customer Data, modifications not made by us, or combination with items not supplied by us.

15Compliance, export, and government use

15.1 You will comply with all applicable laws in your use of the Application, including data protection, tax, financial recordkeeping, and anti-corruption laws.

15.2 You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive economic sanctions, and that you are not on any restricted-party list. You will not export or re-export the Application in violation of applicable export control laws.

15.3 The Application is “commercial computer software” under FAR 12.212 and DFARS 227.7202. U.S. Government end users acquire only the rights stated in this Agreement.

16Changes to this agreement

We may modify this Agreement from time to time. We will post the updated version within the Application and revise the effective date. For material changes, we will provide at least [30] days’ notice by email or in-app notice before the change takes effect. Your continued use after the effective date constitutes acceptance. If you do not agree, your remedy is to stop using the Application and disconnect it from QBO.

17Governing law and dispute resolution

17.1 Governing law. This Agreement is governed by the laws of Oklahoma, without regard to conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Choose one of the following and delete the other:

Option A — Courts. The state and federal courts located in Tulsa, OK have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

Option B — Arbitration. Any dispute will be resolved by binding arbitration administered by [ARBITRATION BODY] under its commercial rules, seated in Tulsa, OK before one arbitrator. Judgment may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class action or class arbitration. Either party may seek injunctive relief in court for infringement or misuse of intellectual property or Confidential Information.

Counsel review needed. If ClaudeBot is offered to consumers rather than businesses, arbitration and class-waiver clauses are heavily regulated and unenforceable in some jurisdictions.

18General

18.1 Entire agreement. This Agreement, together with the Privacy Policy and any Data Processing Addendum, is the entire agreement between the parties and supersedes all prior proposals and understandings.

18.2 Assignment. You may not assign this Agreement without our prior written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely. Any prohibited assignment is void.

18.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect.

18.4 Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

18.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including third-party service outages, natural disasters, and acts of government.

18.6 Independent contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created.

18.7 Notices. Notices to you may be sent to the email on your account or posted in the Application. Notices to us must be sent to [email protected] and 5272 S Lewis Ave, Suite 150, Tulsa, OK 74105.

18.8 Publicity. Choose one: We will not use your name or logo without your consent. — or — You grant us the right to identify you as a customer and use your name and logo in marketing materials; you may opt out by emailing [SUPPORT EMAIL].

18.9 Third-party beneficiaries. There are no third-party beneficiaries to this Agreement, except that Intuit is an intended third-party beneficiary of Sections 5 and 12 to the extent applicable.

19Contact

The ArcLight Group, LLC
5272 S Lewis Ave, Suite 150
[email protected]

End User License Agreement