End User License Agreement

This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual or a single entity, referred to herein as "You" or "User") and Appello Inc., an Ontario corporation having its registered office at 643 Railroad Street, Mount Brydges, ON, N0L1W0 ("Appello", "we", "us", or "our"), for the use of the Appello software platform, including any associated software, mobile applications, documentation, and related services (collectively, the "Software").

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

1. Grant of License

1.1 License Grant

Subject to the terms and conditions of this Agreement and your compliance with all applicable subscription terms, Appello grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business purposes in accordance with the documentation provided by Appello.

1.2 Scope of License

This license permits you to:

• Access and use the Software through authorized devices and web browsers
• Use the Software's features as described in your subscription plan
• Create, store, and manage data within the Software for legitimate business purposes
• Authorize your employees and contractors to use the Software on your behalf, subject to this Agreement

2. Restrictions

You agree NOT to:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software
• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Software
• Remove or modify any proprietary notices, labels, or marks on the Software
• Use the Software for any unlawful purpose or in violation of any applicable laws or regulations
• Interfere with or disrupt the integrity or performance of the Software or third-party data contained therein
• Attempt to gain unauthorized access to the Software or its related systems or networks
• Use the Software to store or transmit malicious code, viruses, or harmful data
• Use the Software in any manner that could damage, disable, overburden, or impair any Appello server
• Use automated scripts, bots, or other means to access the Software for any purpose without Appello's prior written consent
• Share your account credentials with any unauthorized third party

3. Intellectual Property Rights

3.1 Ownership

The Software is licensed, not sold. Appello and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to trademarks, service marks, or trade names of Appello.

3.2 Your Data

You retain all rights to your data that you input, upload, or create using the Software ("Your Data"). You grant Appello a limited license to use, process, and store Your Data solely for the purpose of providing and improving the Software and related services.

3.3 Feedback

If you provide Appello with any feedback, suggestions, or recommendations regarding the Software ("Feedback"), you grant Appello a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Software without any obligation to you.

4. Account Responsibilities

4.1 Account Security

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 Appello of any unauthorized use of your account or any other breach of security.

4.2 Accurate Information

You agree to provide accurate, current, and complete information when creating your account and to update such information as necessary to maintain its accuracy.

5. Third-Party Integrations

The Software may integrate with or provide access to third-party services, including but not limited to QuickBooks Online and other accounting or business software ("Third-Party Services"). Your use of any Third-Party Services is subject to the terms and conditions of those third parties. Appello does not endorse and is not responsible for the behavior, features, or content of any Third-Party Services or for any transaction you may enter into with the provider of such services.

6. Updates and Modifications

Appello may, at its sole discretion, update, modify, or discontinue the Software or any features thereof at any time without prior notice. Appello shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Software.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

APPELLO DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPELLO MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SOFTWARE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APPELLO, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE.

IN NO EVENT SHALL APPELLO'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SOFTWARE EXCEED THE AMOUNT PAID BY YOU TO APPELLO DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

9. Indemnification

You agree to indemnify, defend, and hold harmless Appello, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Software, including but not limited to Your Data, any use of the Software's content and features other than as expressly authorized in this Agreement.

10. Term and Termination

10.1 Term

This Agreement is effective until terminated by either you or Appello. Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term of this Agreement.

10.2 Termination by You

You may terminate this Agreement at any time by discontinuing use of the Software and canceling your account.

10.3 Termination by Appello

Appello may terminate this Agreement at any time, with or without cause, upon notice to you. Appello may also suspend or terminate your access to the Software immediately, without prior notice, if you breach any provision of this Agreement.

10.4 Effect of Termination

Upon termination of this Agreement, your right to use the Software will immediately cease. Sections 3, 7, 8, 9, 11, and 12 shall survive any termination or expiration of this Agreement.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

11.2 Jurisdiction

You agree that any legal action or proceeding arising out of or relating to this Agreement or the Software shall be instituted exclusively in the courts of the Province of Ontario, Canada, and you consent to the personal jurisdiction of such courts.

12. General Provisions

12.1 Entire Agreement

This Agreement, together with any applicable subscription agreements, constitutes the entire agreement between you and Appello regarding the use of the Software and supersedes all prior and contemporaneous agreements, understandings, and communications.

12.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.3 Waiver

The failure of Appello to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

12.4 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Appello. Appello may assign this Agreement without your consent to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.5 Notices

All notices to Appello under this Agreement shall be in writing and sent to:

12.6 Contact Information

If you have any questions about this Agreement, please contact us at info@useappello.com.