EULA

End-User License Agreement (EULA)

IMPORTANT – READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and Evolve Digital (hereinafter referred to as “Company”) for the use of the Company’s software application that interfaces with the QuickBooks API and generates quotes (“Software”). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.

Grant of License: The Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Software for the sole purpose of generating quotes using the QuickBooks API, subject to the terms and conditions of this Agreement.

Use of Software: You agree to use the Software only in accordance with this Agreement and any applicable laws and regulations. You agree not to modify, reverse engineer, decompile, or disassemble the Software or attempt to discover the source code of the Software, except to the extent that such activity is expressly permitted by applicable law.

Personal Information: In order to use the Software, you may be required to provide personal information, including but not limited to your name, phone number, and email address. The Company will use such personal information in accordance with its privacy policy, a copy of which is available on the Company’s website.

Intellectual Property: You acknowledge and agree that the Software, including any modifications, enhancements, or derivatives thereof, and any trademarks or other intellectual property associated with the Software, are the exclusive property of the Company. This Agreement does not grant you any ownership or other rights in the Software or any associated intellectual property.

Termination: This Agreement will terminate automatically if you fail to comply with any term or condition of this Agreement. Upon termination, you agree to immediately cease all use of the Software and destroy all copies of the Software in your possession.

Disclaimer of Warranties: THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY YOU TO THE COMPANY FOR THE SOFTWARE.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.

Entire Agreement: This Agreement constitutes the entire agreement between you and the Company with respect to the use of the Software and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

Acknowledgment: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
11. Termination
11.1 This Agreement may be terminated by either party upon written notice to the other party.

11.2 Upon termination, Evolve Digital shall discontinue use of any user information collected under this Agreement and delete or destroy all copies of such information.

11.3 The provisions of Sections 4, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination or expiration of this Agreement.

Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Entire Agreement
This Agreement, together with any schedules or annexes hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Evolve Digital Inc.

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Customer

Authorized Signatory

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