End User License Agreement

Overview

This End User License Agreement governs your access to and use of the TrovaInsights platform. It applies whether you signed up directly through our website, through the Intuit QuickBooks App Store, or through another channel we make available. By registering for, accessing, or using the platform, you agree to this Agreement. If you are agreeing on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If your organization has signed a separate Master Services Agreement with us, that agreement controls in case of conflict with this one. Otherwise, this Agreement is what governs your use of the platform.

Your license

Subject to your compliance with this Agreement and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the platform for your internal business purposes. All rights not expressly granted are reserved.

Your account

To use the platform you must register for an account with accurate and current information. You are responsible for maintaining the confidentiality of your credentials, for all activity that occurs under your account, and for promptly notifying us of any unauthorized access.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the platform. The platform is not intended for individuals under 18. You are responsible for your Users' compliance with this Agreement.

QuickBooks Online integration

Where you connect the platform to QuickBooks Online, you authorize us to access the QuickBooks Online data associated with the connected account through Intuit's OAuth 2.0 authorization framework, solely to provide the platform to you.

You represent that you are an authorized administrator of the connected QuickBooks Online account, or that you have obtained appropriate authorization from an administrator, to grant that access.

We access categories of QuickBooks Online data including chart of accounts, vendors, items, purchases, bills, and Profit and Loss report data. The specific categories may change as the platform evolves and will be described in our documentation.

You may disconnect the QuickBooks Online integration at any time through the platform or through your Intuit account. After disconnection we will stop retrieving new data. Data previously ingested will be handled in accordance with our Data Use Policy.

Your use of QuickBooks Online is governed by your agreement with Intuit. We are not a party to that agreement and are not responsible for the QuickBooks Online service.

Your data and AI features

The business data you bring to the platform is yours. You grant us a limited license to host, process, transmit, and display that data only to the extent necessary to provide the platform, prevent or address technical problems, or as you expressly direct. You are responsible for the accuracy, quality, and legality of the data you submit.

You may not submit protected health information regulated under HIPAA, cardholder data subject to PCI DSS, information of children under 13, or other sensitive data categories requiring special protection under applicable law, unless we have a separate written agreement expressly permitting that use.

The platform includes AI features that use large language models from third-party providers. We do not use your business data to train, fine-tune, or otherwise improve any generally available machine learning model, and our agreements with our AI subprocessors prohibit them from doing so. AI-generated answers are probabilistic and may contain errors. You are responsible for reviewing them before relying on them for material decisions. For more detail, see our AI Use Policy and Data Use Policy.

Acceptable use

You will not sell, resell, or sublicense the platform; reverse engineer it except to the extent permitted by law; use the platform or its AI output to build a competing product or train a machine learning model made available outside your organization; circumvent our security, tenant isolation, or usage limits; probe or scan the platform except through a coordinated disclosure arrangement with us; or use the platform in violation of applicable law, our Acceptable Use Policy, or Intuit's QuickBooks Online terms.

Fees, term, and termination

If your use of the platform is subject to fees, those fees are set forth on your Order Form or subscription plan. Fees are non-refundable and payment obligations are non-cancelable except as expressly stated. We may change fees applicable to renewal terms with at least 30 days' prior notice.

This Agreement begins when you first accept it or begin using the platform and continues until terminated. You may terminate by canceling your account. We may suspend or terminate your access for material breach that is not cured within 30 days after notice, immediately if continued access poses a security or legal risk, or if we cease to make the platform generally available.

On termination, we make your business data available for export for 30 days, after which we delete it in accordance with our Data Use Policy, subject to any legal obligation to retain records and to routine backup cycles.

Warranties, disclaimers, and liability

Except as expressly stated in a signed agreement between you and us, the platform and any AI output are provided "as is" and "as available." We disclaim all other warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the platform or AI output will be error-free, uninterrupted, or accurate for any particular use.

Neither we nor our suppliers will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility. Our total cumulative liability will not exceed the greater of the fees you paid us in the twelve months preceding the event giving rise to the liability or one hundred U.S. dollars. These limitations apply regardless of the form of action and are a material inducement to our offering of the platform.

You will defend, indemnify, and hold us harmless from any third-party claim arising from your data, your violation of this Agreement or applicable law, your reliance on AI output for a decision affecting a third party, or your violation of the terms of any third-party service including QuickBooks Online.

General provisions

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute will be brought exclusively in the state or federal courts located in that jurisdiction, and you consent to their personal jurisdiction.

You may not assign this Agreement without our prior written consent. We may assign in connection with a merger, acquisition, or sale of substantially all of our assets. We may update this Agreement from time to time and will give notice of material changes before they take effect; your continued use after the effective date constitutes acceptance. If any provision is unenforceable, the remaining provisions remain in effect. You will comply with all applicable export control and sanctions laws.

Contact

Questions about this Agreement can be directed to app_admin@trovainsights.com.