This End-User License Agreement ("Agreement" or "EULA") is a legal agreement between you ("User," "you," or "your") and Noctusoft, Inc., a Texas S-Corporation ("Noctusoft," "we," "us," or "our"), governing your access to and use of Noctusoft's software products, applications, tools, and related services (collectively, the "Software").
By installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree, do not use the Software.
1. Grant of License
Subject to the terms of this Agreement and payment of applicable fees, Noctusoft grants you a limited, non-exclusive, non-transferable, revocable license to use the Software solely for your internal business operations during the term of your service engagement with Noctusoft.
This license does not include the right to sublicense, resell, or otherwise make the Software available to third parties without Noctusoft's prior written consent.
2. Restrictions
You agree not to, and will not permit any third party to:
- Copy, modify, translate, adapt, or create derivative works of the Software.
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
- Use the Software for any unlawful purpose or in violation of any applicable law or regulation.
- Use the Software to transmit malware, viruses, or any code of a destructive nature.
- Access or use the Software to build a competing product or service.
- Share access credentials or allow unauthorized individuals to access the Software.
3. Third-Party Integrations
The Software may integrate with third-party services including, but not limited to, Intuit QuickBooks, Google APIs, Square, Twilio, SendGrid, and others. Your use of those third-party services is subject to their respective terms of service and privacy policies.
When the Software connects to Intuit QuickBooks on your behalf:
- You are solely responsible for maintaining appropriate authorization in your Intuit account.
- You authorize Noctusoft to access your QuickBooks data as needed to perform the services described in your service agreement.
- You may revoke this authorization at any time through your Intuit account settings.
- Noctusoft is not responsible for any actions taken by Intuit or changes to Intuit's API or service availability.
4. Ownership and Intellectual Property
The Software and all related documentation, code, designs, and materials are and remain the exclusive property of Noctusoft, Inc., unless otherwise agreed in writing. This Agreement does not transfer any ownership rights to you. All rights not expressly granted are reserved.
Any feedback, suggestions, or improvements you provide regarding the Software may be used by Noctusoft without restriction or obligation to you.
5. Your Data
You retain all rights to your data, including financial records, documents, and other content you input into or connect to the Software. Noctusoft processes your data only as authorized by you and as described in our Privacy Policy.
You are responsible for ensuring that your use of the Software and any data you provide complies with applicable laws and the terms of any third-party platforms you connect.
6. Confidentiality
Both parties agree to keep confidential any non-public information disclosed in connection with the Software or services, including but not limited to business data, technical specifications, and financial information. This obligation survives termination of this Agreement.
7. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NOCTUSOFT DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SOFTWARE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOCTUSOFT, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOCTUSOFT'S TOTAL LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO NOCTUSOFT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
9. Indemnification
You agree to indemnify, defend, and hold harmless Noctusoft, Inc. and its affiliates, officers, employees, and contractors from any claim, liability, damage, loss, or expense (including reasonable attorneys' fees) arising from: (a) your use of the Software; (b) your violation of this Agreement; or (c) your violation of any applicable law or the rights of a third party.
10. Term and Termination
This Agreement is effective upon your first use of the Software and continues until terminated. Either party may terminate this Agreement upon written notice. Noctusoft may terminate immediately if you materially breach this Agreement and fail to cure such breach within five (5) business days of notice.
Upon termination:
- Your license to use the Software ends immediately.
- You must cease all use and delete all copies of the Software in your possession.
- Sections 4, 6, 7, 8, 9, and 11 survive termination.
11. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Texas, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Tarrant County, Texas. You waive any objection to such jurisdiction and venue.
12. Modifications
Noctusoft reserves the right to update this Agreement at any time. We will notify you of material changes by updating the "Last Updated" date above. Continued use of the Software after changes constitutes acceptance of the revised Agreement.
13. General
- Entire Agreement: This Agreement, together with any applicable service agreement or statement of work, constitutes the entire agreement between you and Noctusoft regarding the Software.
- Severability: If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force.
- No Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement rights.
- Assignment: You may not assign this Agreement without Noctusoft's prior written consent. Noctusoft may assign this Agreement in connection with a merger or acquisition.
14. Contact
For questions about this Agreement, contact:
- Noctusoft, Inc.
- Dallas–Fort Worth, Texas
- Email: rvegajr@noctusoft.com
- Phone: (817) 313-6873