EULA
**Mend Nutrition Inc. – QuickBooks Online Data Integration**
**Effective Date:** [DATE]
**Last Updated:** [DATE]
**Version:** 1.0
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1. Introduction and Scope
This End User License Agreement ("**Agreement**" or "**EULA**") is a binding contract between **Mend Nutrition Inc.** ("**Company**," "**we**," "**us**") and any individual or entity ("**you**," "**User**") who accesses or uses the internal software integration described below (the "**Integration**").
The Integration:
- Is a private, non-public application developed by Company solely for internal business use.
- Connects Company's QuickBooks Online account(s) to Company's internal analytics data warehouse via Fivetran, Inc. ("**Fivetran**") as the data pipeline provider.
- Extracts, transforms, and loads (ETL) QuickBooks Online data into Analytics Database for reporting, analytics, and internal business intelligence purposes.
This Agreement is not available to the general public and governs internal use only.
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2. Acceptance
By accessing, installing, configuring, querying, or otherwise using the Integration — or any data derived from it — you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not use the Integration.
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3. License Grant
Subject to your continued compliance with this Agreement, Company grants you a **limited, non-exclusive, non-transferable, non-sublicensable, revocable license** to access and use the Integration solely:
(a) for Company's internal business purposes;
(b) in accordance with any access controls, roles, and permissions assigned to you by Company; and
(c) in compliance with all applicable Intuit, Fivetran, and third-party terms referenced in Section 5.
No other rights are granted. All rights not expressly granted are reserved.
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4. Authorized Users
The Integration may be accessed only by:
- Employees, contractors, or agents of Company who have been expressly authorized in writing (including via access-control systems) to use the Integration.
- Users acting within the scope of their assigned role and job responsibilities.
- You represent that you have the authority, on behalf of Company, to permit access to Company's QuickBooks Online data via this Integration where your role requires it. You may not share credentials, access tokens, or derived data with any unauthorized person.
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5. Third-Party Services and Terms
The Integration relies on and is subject to the following third-party services, whose terms supplement this Agreement:
**(a) Intuit / QuickBooks Online.** Use of the Integration is subject to:
- The [Intuit Terms of Service](https://developer.intuit.com/app/developer/qbo/docs/legal-agreements/intuit-terms-of-service-for-intuit-developer-services),
- The Intuit Developer Terms, and
- Any other Intuit policies applicable to QuickBooks API access.
You acknowledge that Intuit is not a party to this Agreement, makes no representations or warranties regarding the Integration, and has no obligations or liability to you with respect to the Integration.
**(b) Fivetran, Inc.** The pipeline that moves data from QuickBooks Online into Company's data warehouse is operated by Fivetran. Your use is subject to Fivetran's terms of service and privacy policies, as applicable. Fivetran is not a party to this Agreement.
**(c) Data Warehouse and Downstream Tools.** Access to derived datasets, dashboards, or BI tools built on top of the integrated data is subject to Company's internal data-access policies and any applicable vendor terms.
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6. Data Handling
**(a) Data Flow.** QuickBooks Online data is retrieved from Intuit's API by Fivetran pursuant to OAuth 2.0 authorization established by an authorized Company administrator. Fivetran transmits that data to Company's data warehouse, where it may be transformed and joined with other Company data for analytics.
**(b) Data Types.** The Integration may process financial and operational data including (without limitation) general ledger entries, accounts, customers, vendors, invoices, bills, payments, items, purchase orders, payroll summaries (if applicable), and related metadata.
**(c) Internal Use Only.** Data derived from QuickBooks Online via the Integration is Company confidential information and must not be disclosed to third parties except (i) as required by law, (ii) with Company's prior written authorization, or (iii) to service providers under appropriate confidentiality obligations.
**(d) No Consumer Data Resale.** Company does not sell, license, or otherwise disclose QuickBooks-sourced data to third parties for advertising, marketing, or commercial resale.
**(e) Retention.** Data retrieved through the Integration is retained in accordance with Company's internal data retention and records management policies.
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7. Security
Company implements commercially reasonable administrative, technical, and physical safeguards to protect data processed by the Integration, including:
- Encryption in transit (TLS) and at rest;
- Role-based access controls and least-privilege provisioning;
- Secrets management for API credentials and OAuth tokens;
- Logging, monitoring, and periodic access review.
You must:
- Protect your access credentials and promptly report any suspected compromise to info@mend.me;
- Not attempt to bypass, disable, or circumvent any security control;
- Comply with Company's information security policies and any applicable regulatory requirements (e.g., SOX, GDPR, CCPA) relevant to your role.
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8. Restrictions
You may not:
(a) reverse engineer, decompile, or attempt to derive source code of the Integration or any underlying third-party service;
(b) use the Integration to access data you are not authorized to access;
(c) sublicense, resell, rent, lease, or distribute the Integration or any data derived from it outside Company;
(d) use the Integration in any manner that violates applicable law, Intuit's terms, Fivetran's terms, or Company policy;
(e) interfere with or disrupt the Integration, Intuit's APIs, Fivetran's services, or Company's data warehouse;
(f) use the Integration to engage in fraud, misrepresentation, or unauthorized financial transactions.
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9. Intellectual Property
All rights, title, and interest in and to the Integration, including all related documentation, configurations, and derivative works, are and remain the property of Company or its licensors (including Intuit and Fivetran, as applicable). This Agreement grants no ownership rights, only the limited license described in Section 3.
Trademarks, service marks, and logos of Intuit, QuickBooks, and Fivetran are the property of their respective owners and are used only to the extent permitted by their respective brand guidelines.
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10. Support and Updates
The Integration is maintained at Company's discretion. Company may, without notice:
- Modify, update, or discontinue the Integration in whole or in part;
- Apply security patches, configuration changes, or schema changes;
- Suspend access for maintenance or in response to security incidents.
No service levels are guaranteed by this Agreement unless separately documented in an internal SLA.
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11. Confidentiality
Data accessed through the Integration — including but not limited to financial records, vendor and customer information, and any reports derived therefrom — is Company Confidential Information. You must handle it in accordance with Company's confidentiality policies and any obligations under your employment or contractor agreement. Confidentiality obligations survive termination of this Agreement and your relationship with Company.
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12. Termination
This Agreement remains in effect until terminated. Company may suspend or terminate your access at any time, with or without cause and without notice, including for violation of this Agreement, violation of Company policy, or termination of your employment or engagement.
Upon termination:
- You must immediately cease using the Integration and any data derived from it;
- You must return or destroy any Company data in your possession, as directed by Company;
- Sections 6(c), 7, 9, 11, 13, 14, 15, and 17 survive termination.
Company may also, at any time, disconnect the Integration from QuickBooks Online, which will halt further data synchronization. Data already stored in the warehouse will be handled per Company's retention policies.
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13. Disclaimers
THE INTEGRATION IS PROVIDED "**AS IS**" AND "**AS AVAILABLE**," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION.
COMPANY DOES NOT WARRANT THAT THE INTEGRATION, INTUIT'S APIS, OR FIVETRAN'S SERVICES WILL BE ERROR-FREE, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME. DATA RETRIEVED FROM QUICKBOOKS ONLINE MAY BE INCOMPLETE, DELAYED, OR INCONSISTENT DUE TO FACTORS OUTSIDE COMPANY'S CONTROL.
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14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO YOUR USE OF THE INTEGRATION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED [ONE HUNDRED U.S. DOLLARS ($100) / OTHER AMOUNT].
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15. Indemnification
You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement; (b) your misuse of the Integration or data derived from it; or (c) your violation of applicable law or third-party rights.
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16. Compliance with Law
You will use the Integration only in compliance with all applicable laws, including export control, data protection, privacy, and financial reporting laws. You represent that you are not located in, and are not a national or resident of, any country subject to applicable U.S. trade sanctions.
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17. Governing Law and Venue
This Agreement is governed by the laws of the State of **New York**, without regard to its conflict-of-laws principles. Any dispute arising out of this Agreement will be resolved exclusively in the state or federal courts located in **New York, New York**, and you consent to personal jurisdiction there.
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18. Changes to This Agreement
Company may revise this Agreement at any time by posting an updated version at the internal URL where this Agreement is hosted. Material changes will be communicated through Company's standard internal communication channels. Continued use of the Integration after the effective date of any revision constitutes acceptance.
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19. Entire Agreement; Severability
This Agreement, together with any referenced Company policies and third-party terms, constitutes the entire agreement between you and Company regarding the Integration and supersedes any prior understandings. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
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20. Contact
Questions about this Agreement should be directed to:
**Mend Nutrition Inc.**
Email: info@mend.me
Address: 4470 21st St #3144, Long Island City, NY 11101
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*This EULA is intended for internal use only and is not an offer to the general public.*