Terms of Use and End User License Agreement

1. Agreement and scope

These Terms of Use and End User License Agreement ("Terms") govern your access to and use of the Accordia website, apps, integrations, and related services offered by GN2 Ventures, LLC, doing business as Accordia ("Accordia," "we," "our," or "us").

These Terms apply to your use of Accordia apps and integrations that connect with third-party platforms such as QuickBooks, Wix, and other connected services. These Terms also apply to your use of Accordia's related websites and support services unless a separate written agreement expressly governs the applicable service.

By accessing or using Accordia's website, apps, integrations, or related services, you agree to these Terms. If you do not agree, do not use the services.

These Terms constitute the end user license agreement for Accordia apps, integrations, and related services.

Our services are offered in the United States only unless we expressly state otherwise in writing.

2. Services and license

Accordia provides managed automation infrastructure, software, integrations, workflow support, and related services.

Subject to these Terms, Accordia grants you a limited, non-exclusive, non-transferable, revocable license to access and use the services for your internal business use and any other permitted use expressly authorized by Accordia.

This license does not transfer ownership of the services or any intellectual property rights. Accordia and its licensors reserve all rights not expressly granted.

If you enter into a separate written agreement with Accordia or its operating entity for paid, managed, enterprise, or custom services, that agreement will control to the extent of any conflict with these Terms.

3. Third-party platforms and connected services

Accordia services may connect with or rely on third-party platforms, APIs, marketplaces, and services, including QuickBooks and Wix.

Your use of those third-party platforms is subject to the applicable third party's own terms, privacy policies, and platform requirements. Accordia does not control third-party platforms and is not responsible for their availability, performance, or acts or omissions, except for Accordia's own obligations in providing the specific Accordia integration or service.

For clarity, Accordia, and not Intuit, is responsible for Accordia's app functionality, customer support, technical support, and maintenance for Accordia's services.

4. Customer data and privacy

Your use of connected-platform functionality may require Accordia to access, process, store, or transmit data from connected platforms in order to provide the functionality you enable.

Accordia's collection, use, retention, disclosure, and deletion of personal information and connected-platform data are governed by the Accordia Privacy Policy.

Accordia uses connected-platform data for the functionality you enable and for other purposes described in the Accordia Privacy Policy, including operation and support of the applicable integration or service, security, troubleshooting, compliance, and customer-requested service delivery.

The Accordia Privacy Policy also describes how Accordia handles retention, deletion, and related privacy requests for connected-platform data.

5. Acceptable use and restrictions

You may not use the services for any illegal, harmful, fraudulent, abusive, or unauthorized purpose.

You may not, and you may not assist or enable any third party to:

• reverse engineer, decompile, or disassemble any part of the services except to the extent expressly permitted by applicable law
• attempt to gain unauthorized access to systems, accounts, integrations, networks, or data
• interfere with, disrupt, or degrade the operation or security of the services
• use bots, scrapers, automation, or other methods to access the services in a manner that exceeds permitted use or burdens our systems
• bypass or attempt to bypass access controls, authentication measures, or usage limits
• use the services to develop, offer, or support a competing product or service, or to perform unauthorized benchmarking or competitive analysis
• impersonate another person or entity or misrepresent your affiliation
• collect or harvest personal information of others from the services except as expressly permitted through the intended functionality
• use the services in a way that violates applicable law, regulation, or third-party rights
• state or imply any endorsement, affiliation, or sponsorship by Accordia without Accordia's prior written consent

Accordia may suspend, restrict, or terminate access if reasonably necessary to protect the security, integrity, or lawful operation of the services, to comply with law, or if Accordia reasonably believes these Terms have been violated.

6. Fees, paid services, and nonpayment

Some Accordia services may be offered free of charge. Other services may require payment under a separate order, proposal, statement of work, subscription, or written agreement.

If fees apply, you agree to pay the applicable amounts when due.

If access to a paid service is suspended or terminated for nonpayment, Accordia may provide a limited opportunity, where commercially reasonable, for you to retrieve your data before deletion. Any such retrieval window, if offered, may be described in the applicable service terms, order form, or customer communication. Accordia may then delete or de-identify the relevant service data in accordance with the Accordia Privacy Policy and any applicable written agreement.

7. Intellectual property

The services, including Accordia software, integrations, workflows, designs, content, documentation, branding, names, logos, and related materials, are owned by Accordia or its licensors and are protected by intellectual property and other laws.

Except for the limited license expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

8. Feedback

If you provide Accordia with suggestions, ideas, comments, or other feedback about the services, you grant Accordia a non-exclusive, worldwide, royalty-free, fully paid-up right to use, modify, reproduce, and incorporate that feedback without restriction or obligation, provided that Accordia will not publicly identify you as the source without your permission.

9. Disclaimers

To the fullest extent permitted by law, the services are provided on an "as is" and "as available" basis.

Accordia does not guarantee that the services will be uninterrupted, error-free, secure from every threat, or available at all times. Accordia does not warrant that all outputs, automations, or integrations will be complete, accurate, or suitable for every business purpose without customer review.

Nothing in these Terms limits any non-waivable rights you may have under applicable law.

10. Limitation of liability

To the fullest extent permitted by law, Accordia and its affiliates, officers, directors, employees, contractors, licensors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business opportunity, use, or data, arising out of or relating to the services or these Terms.

To the fullest extent permitted by law, Accordia's total liability for any claim arising out of or relating to the services or these Terms will not exceed the greater of:

• the amount you paid Accordia for the applicable service during the twelve months before the event giving rise to the claim, or
• one hundred U.S. dollars (USD $100)

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Accordia and its affiliates, officers, directors, employees, contractors, licensors, and agents from third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your misuse of the services
• your violation of these Terms
• your violation of applicable law
• your violation of third-party rights
• content, data, or instructions you provide to Accordia in connection with the services, except to the extent caused by Accordia's own breach of these Terms or applicable law

12. Suspension and termination

Accordia may suspend or terminate your access to some or all of the services if reasonably necessary to protect the services, users, connected platforms, or Accordia's legal or operational interests, or if you materially violate these Terms.

You may stop using the services at any time.

Upon termination, your license to use the services ends immediately except to the extent continued access is expressly authorized in writing.

Any provisions that by their nature should survive termination will survive, including provisions relating to payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, governing law and venue, and general terms.

13. Changes to the services or these Terms

Accordia may modify, update, suspend, or discontinue all or part of the services from time to time.

Accordia may also update these Terms. If Accordia makes material changes, Accordia will post the updated Terms at this Terms URL, update the "Last updated" date, and, where commercially reasonable, may provide additional notice through email, in-product notice, or another service communication channel. Your continued use of the services after the updated Terms take effect constitutes acceptance of the revised Terms.

14. Export controls and compliance

You will comply with all applicable export control, trade sanctions, anti-corruption, and other compliance laws and regulations in connection with your use of the services.

You may not use or access the services if doing so would violate applicable law.

15. Governing law and venue

These Terms are governed by the laws of the State of Delaware and applicable United States federal law, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the services will be brought exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction and venue there, except to the extent applicable law requires otherwise.

16. Contact

For support questions, use the support request form.

For legal or terms questions, use the same support request form and select the legal context in your message.

For privacy-related requests or questions, use the support request form.

17. General terms

You may not assign these Terms without Accordia's prior written consent. Accordia may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing transaction, or by operation of law.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

These Terms, together with the Accordia Privacy Policy and any other policies or documents expressly incorporated by reference, govern your use of the services unless a separate written agreement applies.