END-USER LICENSE AGREEMENT

1. Definitions

"Authorized Users" means individuals within your organization who have been granted access credentials to the Platform.

"AI Features" means the artificial intelligence and large language model (LLM) capabilities integrated into the Platform, including natural language processing, automated analysis, forecasting, and any AI-orchestrated workflows. AI Features operate on data stored within the Platform's own databases and do not process data retrieved from QuickBooks Online or other connected accounting systems.

"Third-Party Services" means external APIs and services accessed through the Platform, including but not limited to Intuit QuickBooks Online, API Deck, and other financial data connectors.

"QuickBooks Data" means any data retrieved from or synchronized with your QuickBooks Online company file through the Platform's integration, including but not limited to chart of accounts, journal entries, invoices, bills, payments, customers, vendors, and financial reports.

"User Data" means all data, content, financial records, models, and information that you or your Authorized Users upload, input, generate, or store through the Platform, including QuickBooks Data once imported.

"OAuth Credentials" means the authentication tokens and credentials used to access the Platform and connected Third-Party Services via the OAuth 2.0 protocol.

2. License Grant

2.1 Scope of License. Subject to your compliance with this Agreement, Valzo Inc grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during the term of your subscription.

2.2 Restrictions. You shall not: (a) sublicense, sell, lease, or distribute the Platform or any portion thereof; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) use the Platform to develop a competing product or service; (d) circumvent any access controls, rate limits, or security measures; (e) use AI Features to train or improve third-party machine learning models; (f) share OAuth credentials or access tokens with unauthorized parties; or (g) use the Platform in any manner that violates applicable law.

3. AI-Powered Features and LLM Usage

3.1 Nature of AI Outputs. The Platform integrates large language models and AI orchestration workflows to assist with financial planning and analysis. You acknowledge that AI-generated outputs, including forecasts, summaries, recommendations, and analyses, are provided for informational purposes only and should not be treated as financial advice. You remain solely responsible for verifying AI outputs and making independent business decisions.

3.2 AI Data Processing Scope. AI Features process data that resides within the Platform's own database infrastructure. QuickBooks Data retrieved through the QuickBooks Online integration is stored in the Platform's databases (PostgreSQL/MongoDB) and is not transmitted to third-party LLM providers (such as Anthropic, OpenAI, or similar services) for processing, training, or any other purpose. AI Features operate exclusively on Platform-resident data.

3.3 AI Limitations. AI Features may produce inaccurate, incomplete, or misleading results. Valzo Inc does not warrant the accuracy, reliability, or completeness of any AI-generated content. You agree not to rely solely on AI outputs for material financial decisions without independent verification by qualified personnel.

3.4 AI Model Updates. Valzo Inc may update, modify, or replace the underlying AI models at any time. Such changes may affect the behavior, quality, or availability of AI Features. We will endeavor to provide notice of material changes, but continued use of the Platform after changes constitutes acceptance.

4. QuickBooks Online Integration

4.1 Authorization and Access. The Platform integrates with Intuit QuickBooks Online ("QBO") to retrieve and synchronize financial data for use within the Platform. By connecting your QuickBooks Online account, you authorize the Platform to access, read, and where applicable write data to your QuickBooks Online company file using the OAuth 2.0 protocol. The Platform will only request the minimum API scopes necessary to provide its intended functionality.

4.2 QuickBooks Data Handling. QuickBooks Data retrieved through the integration is stored in the Platform's PostgreSQL and MongoDB databases. This data is used solely to provide the Platform's FP&A services to you. Valzo Inc shall not: (a) sell, rent, lease, or trade QuickBooks Data to any third party; (b) use QuickBooks Data for purposes unrelated to providing the Platform services; (c) transmit QuickBooks Data to third-party AI or machine learning providers; or (d) display or make QuickBooks Data accessible to anyone other than Authorized Users of your account.

4.3 Disconnect and Revocation. You may disconnect the Platform from your QuickBooks Online account at any time by: (a) revoking access from within your QuickBooks Online account settings under "Manage Apps"; or (b) using the disconnect function within the Platform. Upon disconnection, the Platform will cease all API calls to your QuickBooks Online company file. You may also request deletion of all stored QuickBooks Data by contacting us, which will be processed within thirty (30) days.

4.4 No Password Storage. The Platform uses OAuth 2.0 for authentication with QuickBooks Online. We never receive, store, or have access to your QuickBooks Online username or password. Access is maintained exclusively through OAuth tokens, which can be revoked by you at any time.

4.5 Intuit Terms and Disclaimer. Your use of QuickBooks Online is governed by Intuit's own Terms of Service and Privacy Statement, available at intuit.com/privacy. The Platform is an independent product developed by Valzo Inc and is not affiliated with, endorsed by, or sponsored by Intuit Inc. QuickBooks, QuickBooks Online, and the QuickBooks logo are registered trademarks of Intuit Inc. Any disruption to Intuit's services may affect the Platform's integration functionality, for which Valzo Inc assumes no liability.

5. Other Third-Party Integrations

5.1 API Deck and Other Connectors. The Platform may connect to additional Third-Party Services, including API Deck, to facilitate data retrieval and integration with your existing financial systems. You authorize the Platform to access these services on your behalf using your OAuth credentials and API keys.

5.2 Third-Party Terms. Your use of Third-Party Services is subject to the respective terms of service and privacy policies of those providers. Valzo Inc is not responsible for the availability, accuracy, or security practices of any Third-Party Service.

6. Data Ownership and Storage

6.1 Your Data. You retain all ownership rights in your User Data, including QuickBooks Data. By using the Platform, you grant Valzo Inc a limited, non-exclusive license to store, process, and display your User Data solely for the purpose of providing the Platform services.

6.2 Database Infrastructure. User Data is stored in PostgreSQL and MongoDB databases maintained by Valzo Inc or its authorized hosting providers. Valzo Inc implements industry-standard security measures to protect stored data, including encryption at rest (AES-256) and in transit (TLS 1.2+).

6.3 Data Portability. Upon termination of your subscription, you may request an export of your User Data in a standard, machine-readable format. Valzo Inc will make commercially reasonable efforts to fulfill such requests within thirty (30) days.

6.4 Data Retention and Deletion. Following termination or disconnection of your QuickBooks Online integration, Valzo Inc will retain your QuickBooks Data for a period of ninety (90) days to facilitate potential reconnection. After this period, QuickBooks Data will be permanently deleted from all production systems, unless retention is required by law. You may request immediate deletion at any time by contacting us. Other User Data follows the same retention schedule upon subscription termination.

7. Authentication and Security

7.1 OAuth Authentication. The Platform uses OAuth 2.0 for user authentication and for all third-party integrations, including QuickBooks Online. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Valzo Inc of any unauthorized use of your account.

7.2 Credential Security. All OAuth client credentials, access tokens, and refresh tokens are stored securely using industry-standard encryption. Credentials are never hardcoded in client-side code, exposed in browser console logs, or transmitted over unencrypted connections.

7.3 Security Obligations. You shall: (a) use strong, unique passwords and enable multi-factor authentication where available; (b) restrict access to Authorized Users only; (c) promptly revoke access for departing employees or contractors; and (d) not attempt to access other users' accounts or data.

8. Intellectual Property

The Platform, including its AI models, algorithms, orchestration workflows, user interface, documentation, and all related intellectual property, is owned by Valzo Inc and protected by copyright, trade secret, and other intellectual property laws. This Agreement does not transfer any ownership rights to you. Any feedback, suggestions, or improvements you provide may be used by Valzo Inc without obligation or compensation. QuickBooks and all related marks are trademarks of Intuit Inc. and are used herein for identification purposes only.

9. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALZO INC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VALZO INC DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. VALZO INC SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF AI-GENERATED OUTPUTS. VALZO INC IS NOT RESPONSIBLE FOR ANY ERRORS, DELAYS, OR DISRUPTIONS CAUSED BY THIRD-PARTY SERVICES, INCLUDING INTUIT QUICKBOOKS ONLINE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALZO INC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM YOUR USE OF THE PLATFORM, RELIANCE ON AI-GENERATED OUTPUTS, OR ANY DISRUPTION TO THIRD-PARTY INTEGRATIONS INCLUDING QUICKBOOKS ONLINE. VALZO INC'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless Valzo Inc, its affiliates, officers, directors, and employees from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform; (b) your violation of this Agreement; (c) your violation of any applicable law; (d) your reliance on AI-generated outputs for business decisions; or (e) any unauthorized sharing or misuse of QuickBooks Data or other User Data.

12. Termination

Either party may terminate this Agreement upon thirty (30) days' written notice. Valzo Inc may suspend or terminate your access immediately if you breach this Agreement. Upon termination: (a) your license to use the Platform ceases; (b) you should disconnect any active QuickBooks Online integrations; (c) data retention and deletion follows Section 6.4. Sections 6 (Data Ownership), 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), and 11 (Indemnification) survive termination.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute arising under this Agreement shall be resolved through binding arbitration in Wilmington, Delaware, administered under the rules of the American Arbitration Association. Each party bears its own costs unless the arbitrator rules otherwise.

14. Modifications

Valzo Inc reserves the right to modify this Agreement at any time. Material changes will be communicated via email or in-app notification at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the updated terms.

15. Miscellaneous

This Agreement constitutes the entire agreement between you and Valzo Inc regarding the Platform, superseding all prior agreements. If any provision is found unenforceable, the remaining provisions remain in full force. Valzo Inc's failure to enforce any right does not constitute a waiver of that right. You may not assign this Agreement without Valzo Inc's prior written consent.