This End User License Agreement (the "Agreement") is a binding agreement between KEPT Finance LLC, a North Carolina limited liability company ("KEPT," "we," "us"), and the individual or entity that accesses or uses the Software ("you," "Licensee").
By accessing or using the Software, you agree to be bound by this Agreement. If you do not agree, do not access or use the Software.
"Software" means the proprietary applications, integrations, scripts, automations, and related tooling developed or operated by KEPT for use in delivering its accounting, bookkeeping, and financial reporting services, including without limitation KEPT's integrations with QuickBooks Online, Shopify, and Google Workspace, together with any updates, modifications, or derivative works of the foregoing.
"Authorized User" means an employee, officer, member, or contractor of KEPT who has been granted access to the Software by KEPT for the purpose of performing services on KEPT's behalf.
"Client Data" means data belonging to or relating to a KEPT client that is accessed, processed, or generated by the Software.
"Third-Party Services" means services operated by parties other than KEPT that the Software connects to, including Intuit's QuickBooks Online, Shopify, and Google Workspace.
The Software is internal-use software. It is operated by KEPT and its Authorized Users in the course of delivering services to KEPT clients. It is not distributed, licensed, sold, or made available to clients or to the general public as a standalone product.
Nothing in this Agreement grants any person other than an Authorized User a right to access or use the Software. KEPT clients receive the output of the Software — reports, workpapers, financial statements, and similar deliverables — under the terms of their separate engagement agreement with KEPT, not under this Agreement.
Subject to your continuous compliance with this Agreement, KEPT grants each Authorized User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely:
This license terminates automatically when the Authorized User's employment or engagement with KEPT ends, or when KEPT revokes access, whichever occurs first.
You shall not, and shall not permit any third party to:
Authorized Users must:
Credential exposure — including exposure through chat transcripts, shell history, screenshots, screen shares, or source control — must be reported promptly so the credential can be rotated.
The Software is licensed, not sold. KEPT retains all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted except as expressly set forth in this Agreement.
Client Data remains the property of the applicable client. KEPT's rights and obligations with respect to Client Data are governed by KEPT's engagement agreement with that client and by KEPT's Privacy Policy.
The Software connects to Third-Party Services. Your use of those services through the Software is additionally subject to those providers' own terms and policies. KEPT does not control Third-Party Services and is not responsible for their availability, accuracy, security, or continued operation.
Nothing in this Agreement modifies, supersedes, or purports to bind any Third-Party Service provider. In particular, KEPT's integration with QuickBooks Online does not make Intuit Inc. a party to this Agreement, and Intuit's own terms govern the QuickBooks Online service itself.
KEPT connects to Third-Party Services only with the authorization of the account owner or an administrator empowered to grant such authorization, and only for the scopes necessary to perform the services.
Authorized Users will treat the Software, Client Data, and KEPT's non-public business information as confidential, will use them only as permitted by this Agreement, and will protect them using at least the same degree of care used to protect their own confidential information, and in no event less than a reasonable degree of care.
Confidentiality obligations with respect to Client Data survive termination of this Agreement indefinitely, or for such period as applicable professional or legal obligations require, whichever is longer.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEPT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
KEPT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE.
Output produced by the Software is subject to professional review before use. The Software supports, and does not replace, the professional judgment of qualified personnel.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEPT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF KEPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL KEPT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
The limitations in this Section apply to the fullest extent permitted by applicable law and shall not apply to liability that cannot be excluded or limited by law.
This Agreement is effective upon your first access to the Software and continues until terminated.
KEPT may suspend or terminate your access to the Software at any time, with or without cause and with or without notice. This Agreement terminates automatically upon the end of your employment or engagement with KEPT.
Upon termination you must immediately cease all use of the Software and, at KEPT's direction, return or securely destroy any copies of the Software, credentials, or Client Data in your possession or control.
Sections 5, 7, 9, 10, 11, 13, and 14 survive termination.
This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles.
The exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in Mecklenburg County, North Carolina, and each party consents to the personal jurisdiction of those courts.
Entire agreement. This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior or contemporaneous understandings on that subject. It does not supersede any separate employment agreement, contractor agreement, confidentiality agreement, or client engagement agreement, each of which remains in force according to its terms.
Amendment. KEPT may modify this Agreement at any time by posting an updated version at this URL and updating the "Last updated" date. Continued use of the Software after such posting constitutes acceptance.
Severability. If any provision is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.
No waiver. No failure or delay in exercising any right constitutes a waiver of that right.
Assignment. You may not assign this Agreement. KEPT may assign it without restriction.
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