End-User License Agreement

1. Definitions

• "App" means the QuickBooks Integration for Shopify software, which includes:
  • the web interface shown inside the Shopify admin;
  • the background services that sync data;
  • its updates and its documentation.
• "Shopify Store" means the Shopify store on which you install the App.
• "QuickBooks Company" means the QuickBooks Online company you connect to the App.
• "Your Data" means data in your Shopify Store or QuickBooks Company that the App processes for you. It includes orders, refunds, payments, payouts, customers, products, inventory and accounting records.
• "Third-Party Platforms" means Shopify (provided by Shopify Inc. and its affiliates) and QuickBooks Online (provided by Intuit Inc. and its affiliates).
• "Subscription" means the paid or trial plan you choose in the App and pay for through Shopify's billing system.

2. License grant

2.1 While you comply with this Agreement and keep a valid Subscription or trial, Techmarbles grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App, for your own internal business purposes only, with the Shopify Store you install it on and the QuickBooks Company you connect.

2.2 The App is licensed, not sold. Techmarbles and its licensors keep all rights, title and interest in the App, including all intellectual property rights. Any right not expressly granted to you in this Agreement is reserved.

3. Restrictions

You must not, and must not allow anyone else to:

1. copy, modify, translate or create derivative works of the App;
2. reverse engineer, decompile, disassemble or try to obtain the App's source code, except to the extent applicable law expressly allows this despite this restriction;
3. sell, rent, lease, lend, sublicense, distribute or otherwise make the App available to third parties, or use it as a service bureau;
4. remove or alter any proprietary notices, labels or marks on the App;
5. get around, disable or interfere with the App's security, its usage limits or its billing;
6. try to access another merchant's data, or any account, system or network without authorization;
7. use the App to process data you have no right to process, or in breach of any law, including data protection, consumer protection, tax and export control laws;
8. use the App to send spam or malicious code, or to overload or attack the App or the Third-Party Platforms;
9. use the App to build a competing product, or for benchmarking you publish without our written consent.

4. Your accounts and authorization

4.1 To use the App you need an active Shopify Store and an active QuickBooks Online subscription. Each is governed by its provider's own terms. You are responsible for following:

• the Shopify Terms of Service;
• the Intuit Terms of Service and the QuickBooks Online terms.

4.2 When you install the App and connect QuickBooks, you authorize the App to:

• read and write, in your Shopify Store and QuickBooks Company, the data the sync needs, as the permissions you approve describe and your App settings direct;
• keep doing so until you disconnect QuickBooks or uninstall the App.

4.3 You confirm that you are authorized to:

• install apps on the Shopify Store;
• connect the QuickBooks Company;
• process the personal data in Your Data (including data about your customers) for the purposes of the sync.

4.4 You are responsible for:

• all activity under your Shopify and QuickBooks accounts;
• keeping their login details confidential;
• who among your staff and advisers has access to the App.

5. What the App does, and your responsibilities

5.1 The App syncs the records you choose between your Shopify Store and your QuickBooks Company. These can include orders, refunds, payments, Shopify Payments payouts, customers, products and inventory. You choose:

• which records sync;
• in which direction;
• with which QuickBooks accounts, items, tax codes and settings.

5.2 The App is a data-sync tool. It does not give accounting, tax, legal or financial advice. The App records data in QuickBooks according to your settings. You and your accountant are solely responsible for:

• choosing the right settings, accounts and tax mappings;
• reviewing the records the App creates in your QuickBooks Company and Shopify Store;
• the accuracy of your books, financial statements, tax returns and filings.

5.3 The App checks totals and holds back records it cannot post as configured, listing them in the App for your attention. You agree to review those records and act on them promptly.

5.4 Records the App writes to your QuickBooks Company or Shopify Store become part of those systems. They are governed by Shopify's and Intuit's terms, and they stay there after you disconnect or uninstall the App.

5.5 Keep your own backups and records as your business and the law require.

6. Subscription, trial and billing

6.1 The plans, prices, included order volumes and trial period are shown in the App on the Plans page when you subscribe.

6.2 All charges are billed through Shopify's billing system, appear on your Shopify invoice, and are subject to Shopify's billing terms. Techmarbles does not collect or store your card or bank details.

6.3 Each Shopify Store gets one free trial. At the end of the trial, the plan you chose renews automatically each billing cycle until you cancel it by uninstalling the App or changing your plan.

6.4 Usage charges. If your plan includes usage-based charges, such as orders above the plan's included amount:

• they are billed up to the monthly maximum you approve in Shopify;
• once that maximum is reached, new records wait in the queue (they are not lost) until you raise the maximum or change your plan.

6.5 Plan changes. Upgrades take effect right away. Downgrades take effect from the next billing cycle.

6.6 Except where the law or Shopify's billing rules require otherwise, fees already paid are not refundable, including for partial billing periods.

6.7 We may change our prices with at least 30 days' notice in the App or by email. A price change applies from your next billing cycle after the notice period. If you do not accept it, you may uninstall the App before then.

6.8 You are responsible for any taxes on your Subscription, except taxes on Techmarbles' income. Shopify may collect applicable taxes on our behalf.

7. Data and privacy

7.1 Ownership. You keep all rights in Your Data. You grant Techmarbles a limited license to access, process, store and transmit Your Data only to:

• provide, support, secure and improve the App for you;
• comply with the law.

7.2 Our role. For personal data about your customers, you are the controller (or "data fiduciary") and Techmarbles processes that data on your behalf, as your processor, under your instructions as expressed through your App settings.

7.3 Our Privacy Policy explains what data the App processes, why, how long it is kept, who it is shared with and how it is protected. It forms part of this Agreement.

7.4 Data processing terms. Techmarbles will:

• process personal data only to provide the App and as you instruct through the App;
• not sell personal data, or use it for advertising or profiling;
• make sure the people who process it are bound by confidentiality;
• protect it with appropriate technical and organizational measures, as described in the Privacy Policy;
• use only the sub-processors listed in the Privacy Policy, and tell you before adding a new one;
• tell you without undue delay after becoming aware of a personal data breach affecting Your Data;
• help you answer your customers' privacy requests that Shopify forwards to us;
• delete Your Data as described in the Privacy Policy when you uninstall the App, unless the law requires us to keep it.

7.5 Usage data. We may collect technical and usage data about how the App runs, such as error rates, sync counts and timings. We use it to operate, secure and improve the App, and only in a form that does not identify your customers.

8. Third-Party Platforms

8.1 The App depends on the services and APIs of Shopify and Intuit. Techmarbles does not control them and is not responsible for their availability, changes, limits, errors or outages, or for any data while it is held in them.

8.2 If Shopify or Intuit changes or withdraws an API, a permission or a policy the App relies on, we may need to change or remove features. We will try to give you reasonable notice.

8.3 Shopify, Intuit and QuickBooks are trademarks of their respective owners. The App is developed by Techmarbles. It is not made, sponsored or endorsed by Shopify Inc. or Intuit Inc.

9. Updates, availability and support

9.1 We may update the App from time to time to fix problems, improve security, add features or follow Third-Party Platform changes. Updates are covered by this Agreement. If we remove a feature that matters to you, we will tell you in the App.

9.2 We aim to keep the App available at all times, but we do not guarantee uninterrupted or error-free operation. Planned maintenance will be announced where possible. While the App or a Third-Party Platform is unavailable, changes are queued and synced when service returns, as far as the platforms allow.

9.3 Support is by email at [email protected] and through the App's help pages. We will respond within a reasonable time on Indian business days.

10. Feedback

If you send us suggestions or feedback about the App, we may use them without any obligation to you.

11. Confidentiality

Each party will keep confidential any non-public information it receives from the other that is marked as confidential, or that a reasonable person would see as confidential. This includes Your Data, and the App's non-public features and pricing. Each party will use that information only to perform this Agreement. This does not apply to information that:

• is or becomes public through no fault of the receiving party;
• was already known to the receiving party;
• is independently developed;
• must be disclosed by law, in which case the disclosing party will be notified where the law allows.

12. Warranties and disclaimer

12.1 Techmarbles warrants that it will provide the App with reasonable skill and care. If the App does not work materially as described, contact support. Our sole obligation, and your sole remedy, is that we will use reasonable efforts to correct it. If we cannot, either of us may end the Subscription.

12.2 Except as stated in section 12.1, and to the fullest extent the law allows, the App is provided "as is" and "as available". Techmarbles disclaims all other warranties, whether express, implied or statutory. These include warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranty that the App will meet your requirements or that it will run without interruption or error.

13. Limitation of liability

13.1 To the fullest extent the law allows, Techmarbles is not liable for any of the following, even if it was told they were possible:

• indirect, incidental, special, consequential or punitive damages;
• loss of profits, revenue, goodwill or business opportunity;
• loss or corruption of data;
• tax penalties or interest;
• the cost of substitute services.

13.2 To the fullest extent the law allows, Techmarbles' total liability under or in connection with this Agreement is limited to the fees you paid for the App in the twelve (12) months before the event giving rise to the claim.

13.3 Nothing in this Agreement limits liability that cannot be limited by law, such as liability for fraud, or for death or personal injury caused by negligence.

14. Indemnity

You will defend, indemnify and hold harmless Techmarbles and its directors, employees and agents against any third-party claims, losses, damages and costs (including reasonable legal fees) arising from:

• Your Data, or your lack of the right to process it;
• your use of the App in breach of this Agreement or the law;
• your breach of the Shopify or Intuit terms.

15. Term and termination

15.1 This Agreement starts when you first install, connect or use the App. It continues until you uninstall the App or it is ended under this section.

15.2 By you: you may end this Agreement at any time by uninstalling the App from your Shopify Store. Disconnecting QuickBooks stops syncing but does not end your Subscription.

15.3 By us: we may suspend or end your access to the App, with notice where reasonably possible, if:

• you breach this Agreement and do not fix the breach within 7 days of our notice, or right away for a serious breach such as misuse, a security threat or a legal violation;
• your Subscription is unpaid;
• Shopify or Intuit requires it, or ends our access to their platforms;
• we stop offering the App. In that case we will give at least 30 days' notice.

15.4 What happens when it ends:

• your license ends, and syncing stops;
• QuickBooks is disconnected;
• billing stops through Shopify;
• Your Data held by Techmarbles is deleted as described in the Privacy Policy (after Shopify's store deletion request, about 48 hours after uninstall), unless the law requires us to keep it;
• records already written to your QuickBooks Company or Shopify Store stay there.

15.5 Sections 3, 5.2, 7, 10 to 14, 15.4, 15.5 and 16 to 18 continue after this Agreement ends.

16. Changes to this Agreement

We may update this Agreement from time to time. We will post the new version at this page and change the "Last updated" date. For material changes, we will tell you in the App or by email at least 15 days before they take effect. If you continue to use the App after that, you accept the changes. If you do not accept them, uninstall the App before they take effect.

17. Governing law and disputes

17.1 This Agreement is governed by the laws of India, without regard to conflict-of-laws rules.

17.2 The parties will first try to resolve any dispute in good faith, by contacting each other at the addresses in this Agreement. Any dispute not resolved within 30 days will be subject to the exclusive jurisdiction of the courts at Mohali, India.

17.3 If you are a consumer, nothing in this section takes away any mandatory protection you have under the laws of the country where you live.

18. General

• Entire agreement: this Agreement, together with the Privacy Policy and the plan you choose in the App, is the entire agreement between you and Techmarbles about the App. It replaces any earlier agreements on the subject.
• Assignment: you may not assign or transfer this Agreement without our written consent. We may assign it to an affiliate, or in connection with a merger, acquisition or sale of assets.
• Severability: if any provision is found unenforceable, it will be enforced to the maximum extent allowed and the rest of this Agreement stays in effect.
• No waiver: not enforcing a provision is not a waiver of it.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control. These include outages of Third-Party Platforms, internet or power failures, natural disasters, pandemics, war and acts of government. This does not apply to payment obligations.
• Independent parties: this Agreement creates no partnership, agency or employment relationship.
• Notices: we may give notices in the App or by email to the contact email of your Shopify Store. You may give notices to [email protected].
• Language: this Agreement is written in English. If it is translated, the English version prevails.