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Numario End User License Agreement & Terms of Service

Effective date: [DATE] Last updated: [DATE]

Draft prepared for initial site launch and Intuit App Partner production key approval. Placeholders in brackets need to be filled in, and this should get a real legal review before production QuickBooks Online connections go live — this agreement is what stands between Numario and liability if something goes wrong with a client's financial data.

1. Agreement to terms

This End User License Agreement ("Agreement") is between you (an individual or, if you are entering this Agreement on behalf of a firm, that firm) and Timp Software LLC ("Numario," "we," "us"), governing your access to and use of the Numario platform, including numario.app, the Numario mobile applications, and related services (collectively, the "Service").

By creating an account or using the Service, you agree to this Agreement. If you are entering this Agreement on behalf of a firm, you represent that you have authority to bind that firm, and "you" refers to the firm.

2. The Service

Numario is a practice management platform for bookkeeping and accounting firms, providing client and engagement management, task tracking, time tracking, invoicing, client communication (including a client portal), and optional integrations with third-party services such as QuickBooks Online, Xero, Plaid, and Stripe.

Numario is not a tax preparation platform, payroll platform, general ledger replacement, or ERP, and does not provide accounting, tax, or legal advice. You are responsible for the accuracy of financial data your firm enters, reviews, and approves within the Service, including any AI-assisted suggestions.

3. Accounts and eligibility

  • You must provide accurate registration information and keep it current.
  • You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
  • Firm accounts are administered by designated firm owners and admins, who control which staff have access and at what permission level.
  • Client portal access is granted by firm users to their clients' contacts via magic link; Numario is not responsible for a firm's decisions about who to grant portal access to.
  • You must be at least 18 years old and have authority to use the Service on behalf of your firm or business.

4. Third-party connections

Numario integrates with third-party services (QuickBooks Online, Xero, Plaid, Stripe, and others) at your direction. By connecting a third-party account:

  • You authorize Numario to access and sync data with that service under the scope and permissions you grant during connection.
  • You remain responsible for your relationship with, and compliance with the terms of, each connected third-party service.
  • Numario is not responsible for the availability, accuracy, or conduct of third-party services, including outages, API changes, or rate limits imposed by those providers.
  • You may disconnect a third-party integration at any time via Settings > Integrations; disconnecting does not retroactively remove data already synced into Numario unless you separately request deletion.

5. AI features

Numario uses AI to assist with tasks such as suggesting transaction categorizations. AI-generated suggestions are exactly that — suggestions. Numario requires human review before any AI suggestion is written back to a connected accounting ledger or sent to a client, and every suggestion is logged in an audit trail. You are responsible for reviewing AI output before relying on it, and Numario is not liable for errors in AI suggestions that a firm user approves without adequate review.

6. Fees and payment

  • Numario is offered on a subscription basis; current pricing is available at [PRICING PAGE URL].
  • Fees are billed in advance on a recurring basis via Stripe, unless otherwise stated.
  • Except as required by law or explicitly stated at signup, fees are non-refundable.
  • We may change pricing with advance notice; continued use after a price change takes effect constitutes acceptance.
  • Invoices and payments your firm collects from its own clients through Numario's invoicing features are your firm's responsibility; Numario facilitates the transaction via Stripe but is not a party to it.

7. Acceptable use

You agree not to:

  • Use the Service to violate any law or regulation.
  • Attempt to access another firm's data without authorization.
  • Reverse engineer, decompile, or attempt to extract source code from the Service, except where permitted by law.
  • Use the Service to store or transmit malicious code.
  • Interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests.
  • Use the Service to white-label or resell Numario to third parties without a separate written agreement.

8. Data ownership and license

  • Your data remains yours. As between you and Numario, your firm and client data belongs to you. We do not claim ownership over the content you upload or create in the Service.
  • You grant Numario a limited license to host, process, and display your data solely to provide and improve the Service, subject to our Privacy Policy.
  • On request, we will provide a reasonable export of your data in a standard format, and will delete your data per our data retention practices upon account termination, subject to legal retention requirements.

9. Intellectual property

Numario, its logo, and the Service's underlying software are owned by Timp Software LLC and protected by intellectual property laws. This Agreement grants you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes — it does not grant you any ownership interest in Numario.

10. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information, and not to disclose it except as necessary to perform under this Agreement or as required by law.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NUMARIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED SUGGESTIONS WILL BE ACCURATE. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING FINANCIAL DATA BEFORE RELYING ON IT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUMARIO'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID NUMARIO IN THE [12] MONTHS PRECEDING THE CLAIM. NUMARIO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

[This section needs jurisdiction-specific legal review — liability caps around financial-data platforms often warrant carve-outs, e.g. for gross negligence or willful misconduct, and some jurisdictions won't enforce a cap as drafted.]

13. Termination

  • You may cancel your subscription at any time via account settings; access continues through the end of the current billing period.
  • We may suspend or terminate accounts that violate this Agreement, with notice where practicable, and immediately in cases of security risk or legal requirement.
  • Upon termination, your right to use the Service ends; data export and deletion are handled per Section 8 and our Privacy Policy.

14. Changes to this Agreement

We may update this Agreement from time to time. We will post the updated version with a new "Last updated" date and, for material changes, provide additional notice. Continued use of the Service after changes take effect constitutes acceptance.

15. Governing law and disputes

This Agreement is governed by the laws of the State of Utah, without regard to its conflict of law principles. Any dispute arising from this Agreement or the Service will be resolved in the state or federal courts located in Utah County, Utah, and both parties consent to jurisdiction there.

[Assumption: Utah, based on Timp Software LLC's business address — confirm this matches the state the LLC is actually registered in, since those can differ. Also confirm whether you want a standard-courts clause (as drafted) or a mandatory arbitration clause instead — arbitration is common for consumer SaaS to limit class-action exposure, but adds complexity worth discussing with counsel given the financial-data context.]

16. Contact us

Timp Software LLC 775 E 1300 N, Pleasant Grove, UT 84062 support@numario.app