END USER LICENSE AGREEMENT

Covers and Co. — QuickBooks Online Application

Last updated: August 2, 2026

This End User License Agreement (“Agreement”) is a legal agreement between you, whether an individual or a single entity (“you” or “User”), and Covers and Co. (“Licensor”, “we”, “us”, or “our”), governing your access to and use of the software application, together with any associated documentation, updates, and related services made available by Licensor (collectively, the “Application”). The Application connects to and interoperates with QuickBooks Online, a product of Intuit Inc. (“Intuit”).

BY INSTALLING, CONNECTING, ACCESSING, OR OTHERWISE USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, CONNECT TO, OR USE THE APPLICATION.

1. License Grant

Subject to your continued compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application solely for your own internal business purposes. This license is personal to you and does not grant you any ownership interest in the Application.

2. License Restrictions

You agree that you will not, and will not permit any third party to:

●      copy, modify, adapt, translate, or create derivative works of the Application, except as expressly permitted by this Agreement or by applicable law;

●      reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Application, except to the extent this restriction is prohibited by applicable law;

●      rent, lease, lend, sell, sublicense, distribute, or otherwise make the Application available to any third party;

●      remove, alter, or obscure any proprietary notices, labels, or marks on or in the Application;

●      use the Application to develop a competing product or service, or for any unlawful, infringing, or fraudulent purpose;

●      circumvent, disable, or interfere with any security, authentication, or usage-limiting features of the Application; or

●      use the Application in any manner that violates the applicable terms, policies, or requirements of Intuit or the QuickBooks Online platform.

3. Intuit and QuickBooks Online

The Application is designed to interoperate with QuickBooks Online. Your use of QuickBooks Online is governed by your separate agreement with Intuit, and nothing in this Agreement modifies or supersedes that agreement. Licensor is not affiliated with, endorsed by, or sponsored by Intuit. You are responsible for maintaining your own QuickBooks Online subscription and credentials. Licensor is not responsible for the availability, accuracy, security, or performance of QuickBooks Online or any other third-party service, and any changes Intuit makes to QuickBooks Online or its application programming interfaces may affect the functionality of the Application.

4. Authorization and Data Access

When you connect the Application to your QuickBooks Online account, you authorize the Application to access, retrieve, use, and store the data and information necessary to provide its functionality, in accordance with the permissions you grant during the connection process. You represent and warrant that you have all rights and authority necessary to grant such access and that doing so does not violate any obligation you owe to any third party. You may revoke the Application’s access at any time through your QuickBooks Online account settings, and such revocation may disable some or all functionality of the Application.

5. Privacy and Data Handling

Licensor will handle any personal information and business data accessed through the Application in accordance with applicable privacy laws and any separate privacy policy made available to you. You are responsible for ensuring that your use of the Application, including the data you make available to it, complies with all laws and regulations applicable to you and to that data.

6. Ownership and Intellectual Property

The Application is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Application, including all intellectual property rights therein. All rights not expressly granted to you under this Agreement are reserved by Licensor. You retain all right, title, and interest in and to your own data, and nothing in this Agreement transfers ownership of your data to Licensor.

7. Updates and Modifications

Licensor may, from time to time and in its sole discretion, provide updates, upgrades, patches, or modifications to the Application, and may add, change, or remove features. Licensor may also modify or discontinue the Application, in whole or in part, at any time. This Agreement governs any such updates unless they are accompanied by separate terms, in which case those terms will apply.

8. Fees

If the Application is provided to you at no charge, no fees apply. If access to the Application requires payment of fees, those fees, along with applicable payment and refund terms, will be as separately agreed between you and Licensor. Licensor reserves the right to introduce or change fees on prospective notice.

9. Term and Termination

This Agreement is effective when you first install, connect to, or use the Application and continues until terminated. You may terminate this Agreement at any time by disconnecting the Application from your QuickBooks Online account and ceasing all use of it. Licensor may suspend or terminate this Agreement and your license immediately, with or without notice, if you breach this Agreement or if Licensor discontinues the Application. Upon termination, all rights granted to you under this Agreement will cease, and you must stop using the Application. Sections that by their nature should survive termination — including ownership, disclaimers, limitations of liability, indemnification, and governing law — will survive.

10. Disclaimer of Warranties

THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY DATA, CALCULATIONS, OR OUTPUTS PRODUCED BY THE APPLICATION BEFORE RELYING ON THEM.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO LICENSOR FOR THE APPLICATION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE EXCLUSIONS OR LIMITATIONS, SO THEY MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your use of the Application, your violation of this Agreement, or your violation of any applicable law or the rights of any third party.

13. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. You agree to submit to the exclusive jurisdiction of the courts of the Province of Manitoba for the resolution of any dispute arising out of or relating to this Agreement or the Application. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14. Export and Compliance

You agree to comply with all applicable laws and regulations, including any export control and trade sanctions laws, in connection with your use of the Application. You represent that you are not located in, and will not use the Application in, any jurisdiction where such use is prohibited.

15. General

This Agreement constitutes the entire agreement between you and Licensor regarding the Application and supersedes all prior or contemporaneous understandings on that subject. If any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Licensor’s failure to enforce any provision is not a waiver of its right to do so later. You may not assign or transfer this Agreement without Licensor’s prior written consent; Licensor may assign this Agreement freely. Licensor may update this Agreement from time to time, and your continued use of the Application after any such update constitutes your acceptance of the revised terms.

16. Contact

Questions about this Agreement may be directed to Covers and Co. at keegan@coversandco.ca.

This template is provided for general informational purposes only and does not constitute legal advice. You should have it reviewed by a qualified lawyer before relying on it.