End User License Agreement

This Agreement applies to every Application J9 Systems provides, including applications that connect to third-party platforms such as QuickBooks Online and other Intuit products. Some Applications may have additional product-specific terms, and you may have a separate signed agreement, statement of work, proposal, or order form with J9 Systems (a "Customer Agreement"). If there is a conflict, the following order applies: (a) the Customer Agreement, (b) any product-specific terms, and (c) this Agreement.

Subject to your compliance with this Agreement and payment of any applicable fees, J9 Systems grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application during the term of this Agreement, solely for your internal business purposes and in accordance with any documentation we provide.

The Application is licensed, not sold. J9 Systems and its licensors retain all right, title, and interest in and to the Application, including all software, code, designs, documentation, updates, and related intellectual property, except for the rights expressly granted to you in this Agreement or in a Customer Agreement.

Except as expressly permitted in writing by J9 Systems, you will not:

• Copy, modify, translate, or create derivative works of the Application
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Application, except to the extent applicable law expressly permits it
• Sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Application available to any third party
• Use the Application to build a competing product or service
• Bypass, disable, or interfere with any security, authentication, usage limit, or access control in the Application
• Use the Application in violation of any applicable law or regulation, or in violation of the terms of any third-party platform the Application connects to
• Upload or transmit viruses, malware, or other harmful code, or use the Application to send spam or unlawful content
• Interfere with or disrupt the integrity or performance of the Application or the systems it runs on

Some Applications require you to create an account or sign in through a third-party identity provider. You are responsible for keeping your credentials confidential, for all activity that occurs under your account, and for ensuring that anyone you authorize to use the Application complies with this Agreement. Notify us promptly at contact@j9systems.com if you suspect unauthorized access to your account.

Many Applications connect to third-party platforms, such as QuickBooks Online and other Intuit products, accounting, payroll, CRM, calendar, email, or payment services ("Third-Party Platforms"). When you connect an Application to a Third-Party Platform, you authorize J9 Systems to access, retrieve, store, and transmit data from and to that platform on your behalf, to the extent needed to provide the Application's functionality.

Your use of each Third-Party Platform is governed by that provider's own terms and privacy policy, not this Agreement. J9 Systems does not control and is not responsible for Third-Party Platforms, including their availability, accuracy, security, API changes, or any data they provide. If a Third-Party Platform changes or discontinues its service or API access, some Application features may stop working.

Intuit and QuickBooks. J9 Systems is an independent developer and is not affiliated with, endorsed by, or sponsored by Intuit Inc. QuickBooks and Intuit are trademarks of Intuit Inc. This Agreement is between you and J9 Systems only; Intuit Inc. is not a party to it and has no obligation or liability to you with respect to the Application.

You may disconnect an Application from a Third-Party Platform at any time, either within the Application (where available), within the Third-Party Platform's app or connection settings, or by contacting us. Disconnecting stops new data from being retrieved but does not by itself delete data already stored; see Section 6.

Ownership. As between you and J9 Systems, you retain all rights to the data you or your users enter into the Application or that the Application retrieves from your Third-Party Platform accounts ("Customer Data").

Our use. You grant J9 Systems a limited license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, support, and improve the Application for you, and as otherwise required by law. We do not sell Customer Data, and we do not use it for advertising.

Usage statistics. We may collect information about how the Application is used (such as feature usage, performance, and error data) and create aggregated or de-identified statistics that do not identify you, any individual, or your business records, and use them to operate and improve our Applications. We do not combine Customer Data across customers or use it to train generalized artificial intelligence models.

Security. We use reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption of data in transit. No system is perfectly secure, and we cannot guarantee that unauthorized access will never occur.

Deletion. You may request deletion of your Customer Data at any time by emailing contact@j9systems.com. We will delete it within 30 days of your request or of the end of your account or subscription, except where we are required to retain it by law. Copies in encrypted backups are overwritten on our providers' normal backup cycle, generally within 90 days.

Your responsibilities. You are responsible for the accuracy and legality of Customer Data, and for having all rights, consents, and notices needed for us to process it (including any data about your employees, customers, or vendors).

Our handling of personal information is further described in our Privacy Policy.

Applications may help you organize, sync, calculate, report on, or automate business, financial, accounting, payroll, tax, or compliance information. The Application is a tool; it does not provide accounting, tax, legal, financial, or other professional advice. You are responsible for reviewing all output, transactions, and records the Application creates or changes, and for any decisions you make based on them. Consult a qualified professional for advice specific to your situation.

Some Applications are provided for a fee, as set out in a Customer Agreement, an in-app purchase flow, or the Application's listing. Fees are due as stated there and are non-refundable except as required by law or expressly stated in a Customer Agreement. If fees are past due, we may suspend access to the Application after giving you notice.

We may update, modify, or improve the Application from time to time, including to respond to changes in Third-Party Platforms, security needs, or law. We will try to avoid changes that materially reduce core functionality you are paying for. Support is provided as described in your Customer Agreement or, if none, on a reasonable-efforts basis through contact@j9systems.com.

We aim to keep Applications available, but we do not guarantee uninterrupted or error-free operation. Applications may be unavailable during maintenance, outages of hosting or Third-Party Platforms, or events outside our reasonable control.

If you give us suggestions or feedback about an Application, we may use it without restriction or obligation to you.

This Agreement starts when you first install, connect, access, or use an Application and continues until terminated. You may terminate it at any time by disconnecting and ceasing all use of the Application. We may suspend or terminate your access if you materially breach this Agreement, if required by law or by a Third-Party Platform, or if we discontinue the Application, in which case we will give reasonable advance notice where practical.

On termination, your license ends and you must stop using the Application. On request made within 30 days of termination, we will make reasonable efforts to provide an export of your Customer Data that we still hold. Sections 2 (ownership), 3, 6, 7, and 10 through 16 survive termination.

To the maximum extent permitted by law, the Application is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or that the Application will be uninterrupted, error-free, or secure. J9 Systems does not warrant the accuracy or completeness of any data retrieved from or sent to a Third-Party Platform.

To the maximum extent permitted by law, in no event will J9 Systems or its members, employees, contractors, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, or for penalties, interest, or fines assessed by any tax or government authority, arising out of or related to this Agreement or the Application, even if advised of the possibility of such damages.

J9 Systems' total cumulative liability arising out of or related to this Agreement or the Application will not exceed the greater of (a) the amounts you paid to J9 Systems for the Application in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100).

Some jurisdictions do not allow certain warranty exclusions or liability limitations, so some of the above may not apply to you.

You agree to defend, indemnify, and hold harmless J9 Systems and its members, employees, and contractors from any third-party claims, losses, and expenses (including reasonable attorneys' fees) arising out of (a) your Customer Data, (b) your use of the Application in violation of this Agreement or applicable law, or (c) your violation of the terms of any Third-Party Platform.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any dispute arising out of or related to this Agreement or the Application will be resolved exclusively in the state or federal courts located in California, and each party consents to the personal jurisdiction of those courts. Before filing a claim, each party agrees to try in good faith to resolve the dispute informally by contacting the other.

Changes to this Agreement. We may update this Agreement from time to time. We will post the updated version on this page with a new effective date, and for material changes we will make reasonable efforts to notify you (for example, by email or in the Application). Continued use of the Application after the effective date means you accept the updated Agreement.

Export and compliance. You will comply with all applicable export control and sanctions laws in your use of the Application.

U.S. government use. The Application is "commercial computer software" and is provided to U.S. government end users only with the rights granted to all other users under this Agreement.

Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Entire agreement. This Agreement, together with any Customer Agreement, product-specific terms, and our Privacy Policy, is the entire agreement between you and J9 Systems regarding the Application. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Questions about this Agreement can be sent to J9 Systems LLC at contact@j9systems.com.