End-User License Agreement

Subject to your compliance with this Agreement and payment of applicable fees, PayloadOps grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business operations during the subscription term. This license does not include any right to resell, sublicense, or provide the Service to third parties.

The Service is provided on a subscription basis. Fees, billing frequency, and subscription term are set forth in your Order Form or subscription confirmation. Fees are non-refundable except as expressly stated. You are responsible for all taxes associated with your subscription other than taxes based on our net income.

You retain all right, title, and interest in the data you submit to the Service (“Customer Data”). You grant PayloadOps a limited license to host, process, transmit, and display Customer Data solely to provide, maintain, and improve the Service for you. PayloadOps does not sell Customer Data and does not use Customer Data to train artificial intelligence models for the benefit of other customers.

You agree not to:

• Reverse engineer, decompile, or attempt to derive the source code of the Service
• Use the Service to violate any law, regulation, or third-party right
• Introduce viruses, malware, or malicious code to the Service
• Circumvent or attempt to circumvent any access controls or usage limits
• Use the Service to build a competing product
• Share login credentials outside of your organization
• Use the Service to process personal data of individuals in jurisdictions where doing so would violate applicable law without your own legal basis

The Service integrates with third-party services (including but not limited to QuickBooks, Google Drive, Intuit Payroll, and Anthropic Claude). Your use of third-party services is governed by the terms of those services. PayloadOps is not responsible for the availability, accuracy, or content of third-party services, and third-party service failures may affect the Service.

The Service uses artificial intelligence to assist with tasks including but not limited to document scanning, data extraction, catalog matching, and report parsing. AI-generated outputs may contain errors. You are responsible for reviewing and confirming AI-generated content before relying on it for business, legal, financial, or compliance purposes. PayloadOps does not warrant the accuracy of AI-generated outputs.

PayloadOps and its licensors retain all right, title, and interest in and to the Service, including all software, documentation, and modifications. This Agreement does not transfer any intellectual property rights to you except the limited license expressly granted.

Each party agrees to protect the other party’s confidential information with the same degree of care it uses to protect its own confidential information, and no less than reasonable care. Customer Data is your confidential information.

PayloadOps warrants that the Service will perform substantially in accordance with its documentation. Except for the express warranties in this Agreement, the Service is provided “as is” without warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or use, arising out of or related to this Agreement, whether in contract or tort, even if advised of the possibility of such damages. Each party’s total cumulative liability under this Agreement will not exceed the fees paid by Customer to PayloadOps in the twelve (12) months preceding the event giving rise to liability.

You agree to indemnify and hold PayloadOps harmless from any third-party claims arising from (a) your violation of this Agreement, (b) your Customer Data, or (c) your use of the Service in violation of applicable law. PayloadOps agrees to defend you against third-party claims that the Service infringes intellectual property rights, subject to your prompt notice and reasonable cooperation.

This Agreement remains in effect for the subscription term and any renewals. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. Upon termination, your access to the Service ends. PayloadOps will make Customer Data available for export for thirty (30) days following termination, after which Customer Data may be deleted.

Upon written request during the subscription term or the thirty (30) days following termination, PayloadOps will provide Customer Data in a commonly readable format (CSV, JSON, or SQL export as appropriate).

PayloadOps may modify this Agreement upon at least thirty (30) days’ written notice. Continued use of the Service after the effective date of modifications constitutes acceptance. Material adverse changes give you the right to terminate for convenience within thirty (30) days.

This Agreement is governed by the laws of the State of Utah, excluding its conflict of laws rules. Any dispute will be resolved in the state or federal courts located in Utah County, Utah, and both parties consent to personal jurisdiction there.

This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior agreements. If any provision is held unenforceable, the remaining provisions remain in full effect. Neither party may assign this Agreement without the other party’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.