End User License & Subscription Agreement

1. Definitions

"A Simple Solution" means A Simple Solution, LLC, the publisher and licensor of Ship2Invoice.

"Authorized User" means an employee, contractor or other person Customer authorizes to use Ship2Invoice on Customer's behalf and for whom Customer is responsible.

"Company Profile" means a Ship2Invoice configuration associated with a particular QuickBooks Desktop company and its workflow settings.

"Documentation" means the then-current Ship2Invoice user documentation, supported-environment information, release notes and instructions published by A Simple Solution.

"Installation" means the Windows installation of Ship2Invoice identified by its Ship2Invoice Installation ID.

"Licensed Company" means a QuickBooks Desktop company authorized for Ship2Invoice use under the applicable license entitlement or Order.

"Order" means a subscription confirmation, invoice, written order, pilot agreement or other commercial document accepted by A Simple Solution that identifies the Customer's Ship2Invoice plan, Licensed Company, fees, term or other customer-specific terms.

"Software" or "Ship2Invoice" means the Ship2Invoice desktop application, associated components, updates and related software provided by A Simple Solution.

2. License Grant

Subject to Customer's compliance with this Agreement and the applicable Order, A Simple Solution grants Customer a limited, non-exclusive, non-sublicensable and non-transferable license during the applicable subscription, pilot or authorized evaluation term to install and use Ship2Invoice for Customer's internal business operations.

The license is limited to the number of Licensed Companies, installations or other usage rights stated in the applicable Order or entitlement.

Customer may make reasonable backup copies of Ship2Invoice materials supplied for installation or recovery, provided those copies are not used to exceed the licensed scope.

Creating an additional Company Profile does not itself create an additional software entitlement. Each QuickBooks company used for Live Invoicing must have the appropriate Ship2Invoice authorization.

3. License Restrictions

Customer may not, and may not permit another person to:

• copy Ship2Invoice except as expressly permitted by this Agreement;
• sell, sublicense, rent, lease, distribute or commercially transfer Ship2Invoice;
• use Ship2Invoice to provide a hosted service, service bureau or outsourced processing service for third parties unless A Simple Solution agrees in writing;
• circumvent, disable or defeat license, entitlement, activation or other technical controls;
• alter or fabricate license information, Installation IDs or entitlement files;
• reverse engineer, decompile or disassemble Ship2Invoice except to the limited extent such a restriction is prohibited by applicable law;
• remove proprietary, copyright or attribution notices;
• use Ship2Invoice in violation of law or third-party rights;
• use Ship2Invoice to probe, attack or interfere with systems or services not owned or authorized by Customer; or
• allow unauthorized persons to use Customer's Ship2Invoice entitlement.

4. QuickBooks, Windows and Third-Party Products

Customer is responsible for obtaining and maintaining its own valid licenses and rights to QuickBooks Desktop software, Microsoft Windows and any other third-party products required for Customer's workflow.

Ship2Invoice is an independent product. A Simple Solution is not Intuit Inc., is not part of Intuit, and does not represent that Ship2Invoice is sponsored, approved or endorsed by Intuit unless an express written relationship states otherwise.

QuickBooks and Intuit are registered trademarks of Intuit Inc. Microsoft and Windows are trademarks of the Microsoft group of companies. All third-party marks remain the property of their respective owners.

A Simple Solution is not responsible for changes, defects, downtime, licensing limitations or other conditions caused by third-party products or services outside A Simple Solution's control.

5. Company Profiles, Installation and Licensing

A Ship2Invoice entitlement may be associated with a particular Customer, Licensed Company, Installation or combination of those identifiers.

Customer must not use an entitlement issued for one QuickBooks company or Installation as authorization for another unless A Simple Solution expressly permits the transfer or replacement.

If Customer replaces a production computer, changes the Licensed Company or adds another QuickBooks company, Customer may be required to obtain an updated or additional entitlement.

The technical ability of Ship2Invoice to open, display settings, diagnose transactions or operate in Observe Only does not expand the license rights granted by this Agreement.

6. Live Invoicing and Observe Only

Ship2Invoice can interact with QuickBooks Desktop and, when properly configured and authorized, can create accounting transactions without a user manually entering each invoice.

Customer acknowledges that Live Invoicing is an automation function capable of creating QuickBooks invoices and affecting Customer's accounting records.

Customer must validate its actual workflow before enabling Live Invoicing. Customer should use Observe Only, representative Sales Orders, Invoice Preview or Validation Result, and a controlled Live test as described in the Documentation.

If a valid Live entitlement is unavailable, Ship2Invoice may prevent Live QuickBooks writes and remain available for Observe Only, diagnostics, settings, reports and support. This safety behavior does not guarantee that every configuration or error will be detected.

7. Customer Responsibilities

Customer is responsible for:

• the accuracy of the QuickBooks and workflow information provided to Ship2Invoice;
• maintaining appropriate QuickBooks backups and business-continuity procedures;
• maintaining supported Windows and QuickBooks environments;
• controlling access by Authorized Users;
• reviewing and approving configuration before Live use;
• reviewing representative invoices and exceptions;
• preventing conflicting manual invoicing while an automated transaction is being processed;
• confirming accounting, tax, legal and business treatment of transactions created in QuickBooks;
• promptly reporting suspected duplicates, wrong-company activity or other material errors; and
• following the Documentation and reasonable support instructions.

Ship2Invoice is an automation tool and is not accounting, tax, legal or financial advice. Customer remains responsible for its accounting records and business decisions.

8. Supported Environment

Customer must use Ship2Invoice within a supported or specifically validated environment.

The current supported environment is described in the Ship2Invoice Supported Environment documentation.

A Simple Solution may decline to support an issue caused by an unvalidated operating system, QuickBooks version, hosted environment, remote-access model or other configuration outside the published supported environment.

9. Updates and Changes to the Software

A Simple Solution may provide maintenance releases, corrections, security updates and feature changes during the applicable term.

Customer is responsible for applying required updates within a reasonable period when continued compatibility, security or support depends on the update.

A Simple Solution may modify, replace or discontinue features when reasonably necessary for product development, security, legal compliance or third-party compatibility. A Simple Solution will use reasonable efforts to avoid materially reducing the core paid functionality of an active subscription without notice.

10. Support

Standard support is provided according to the then-current Ship2Invoice Support Policy and the applicable Order.

Customer must provide reasonable information needed to investigate a reported issue. A Simple Solution may ask Customer to use Observe Only, Diagnose Sales Order, logs, run reports or a Support Bundle.

Support does not include responsibility for repairing Customer's QuickBooks data, third-party software, network, Windows installation, hardware or unsupported custom workflow unless separately agreed.

11. Fees, Billing and Subscription Terms

Subscription fees, billing frequency, subscription term, number of Licensed Companies, renewal terms and any implementation fees are stated in the applicable Order, invoice or subscription confirmation.

Customer is responsible for applicable taxes, excluding taxes based on A Simple Solution's net income.

A Simple Solution may suspend Live licensing for material nonpayment after reasonable notice, subject to any different terms stated in the applicable Order.

Cancellation, credits and refunds are governed by the applicable Order. Unless an Order expressly provides otherwise, amounts already earned or paid are nonrefundable except where applicable law requires a refund.

12. Customer Data

As between Customer and A Simple Solution, Customer retains its rights in Customer's QuickBooks data, business records and other information supplied by Customer.

Customer grants A Simple Solution the limited right to process Customer information as reasonably necessary to provide Ship2Invoice, licensing, updates, implementation, troubleshooting, security and support requested by Customer.

Ship2Invoice is designed so that core QuickBooks processing occurs primarily in Customer's Windows and QuickBooks Desktop environment. Local Ship2Invoice configuration, logs, reports and processing history may contain Customer business information.

When Customer voluntarily sends a Support Bundle or other support information, A Simple Solution may use that information for support, troubleshooting, security, product quality and customer-requested implementation purposes.

Additional information is described in the Ship2Invoice Privacy Policy.

13. Online Licensing, Updates and Operational Data

Ship2Invoice may use online services for functions such as license requests, entitlement verification, update delivery, software version checks and limited operational telemetry described in the Privacy Policy.

A Simple Solution will not intentionally require Customer to transmit QuickBooks passwords, payment-card credentials, private signing keys or other unnecessary authentication secrets through Ship2Invoice support or licensing functions.

Any operational telemetry enabled in a Ship2Invoice release should be limited to the purposes and information categories described in the then-current Privacy Policy.

14. Confidentiality

Each party may receive nonpublic business, technical or commercial information of the other party that a reasonable person would understand to be confidential.

The receiving party will use confidential information only as needed to perform or receive the services contemplated by the parties and will use reasonable care to protect it from unauthorized disclosure.

Confidential information does not include information that the receiving party can demonstrate was already lawfully known without restriction, becomes public without breach of this Agreement, is received lawfully from another source without confidentiality duty, or is independently developed without use of the confidential information.

A party may disclose confidential information when legally required, provided it gives notice when legally permitted and reasonably cooperates with protective measures.

15. Ownership and Intellectual Property

Ship2Invoice, its software, design, code, documentation, trademarks, workflows and other intellectual property are owned by A Simple Solution or its licensors.

This Agreement grants a license to use Ship2Invoice; it does not sell or transfer ownership of the Software or its intellectual property.

Customer retains ownership of Customer's data and independently developed business processes.

16. Feedback

Customer may provide suggestions, enhancement requests or other feedback about Ship2Invoice.

Unless the parties separately agree that particular information is confidential, Customer grants A Simple Solution a perpetual, worldwide, royalty-free right to use general product feedback to improve and develop Ship2Invoice, provided A Simple Solution does not publicly identify Customer as the source without permission.

17. Security

A Simple Solution will use commercially reasonable administrative and technical measures appropriate to the information and services it controls.

No software, network or security control can guarantee absolute security. Customer remains responsible for securing Customer's Windows accounts, QuickBooks environment, devices, credentials, backups and networks.

18. Warranty Disclaimer

19. Limitation of Liability

These limitations do not apply to liability that applicable law does not permit the parties to exclude or limit.

20. Customer Indemnification

Customer will defend and indemnify A Simple Solution and its members, officers and personnel against third-party claims, damages and reasonable costs arising from Customer's unlawful use of Ship2Invoice, Customer's material breach of this Agreement, Customer-provided data or materials that infringe third-party rights, or Customer's use of Ship2Invoice outside the licensed scope.

A Simple Solution will provide reasonable notice of a covered claim and reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits wrongdoing by A Simple Solution or imposes an obligation on A Simple Solution without written consent.

21. Suspension

A Simple Solution may suspend affected online services, support or Live licensing when reasonably necessary because of material nonpayment, security risk, suspected license abuse, unlawful use or material breach of this Agreement.

When practical, A Simple Solution will provide notice and a reasonable opportunity to correct the problem before suspension.

22. Term and Termination

This Agreement begins when Customer accepts it and continues while Customer has an active Ship2Invoice license, subscription, pilot or other authorized use.

Either party may terminate for a material breach that remains uncured for thirty days after written notice, except that a material security violation, unlawful use or intentional circumvention of licensing controls may justify immediate termination.

A Simple Solution may terminate or suspend an affected subscription for nonpayment according to the applicable Order and billing terms.

Upon expiration or termination of the applicable license, Customer's right to use Live Invoicing ends. Customer continues to own its QuickBooks data. Technical access to local configuration, reports or Observe Only functionality after expiration does not create a continuing commercial license or right to circumvent the applicable entitlement.

Sections that by their nature should survive termination, including confidentiality, intellectual property, disclaimers, limitations of liability, indemnification and governing law, will survive.

23. Compliance with Law

Each party is responsible for complying with laws applicable to its own activities under this Agreement.

Customer will not use Ship2Invoice in violation of applicable export, sanctions or trade-control laws or to support unlawful activity.

24. Changes to this Agreement

A Simple Solution may update this Agreement from time to time to reflect product, business, legal or security changes.

The current version will identify its effective date. When a change materially affects Customer's rights or obligations, A Simple Solution will use reasonable means to provide notice and may require acceptance of the updated Agreement in Ship2Invoice or as part of a subscription renewal.

An updated Agreement will not retroactively change liability for events that occurred before the updated Agreement became effective.

25. Notices

Operational and legal notices may be provided through Ship2Invoice, the customer contact email associated with the subscription, an invoice or subscription communication, or ship2invoice.com.

Customer may send notices to: support@ship2invoice.com .

26. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

Any court proceeding arising from this Agreement will be brought in a state court located in Indian River County, Florida, or a federal court having jurisdiction over that county, and each party consents to that jurisdiction and venue.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27. Assignment

Customer may not assign this Agreement or transfer a Ship2Invoice entitlement without A Simple Solution's written consent, except in connection with a bona fide sale of substantially all of Customer's business or assets and subject to the successor accepting this Agreement.

A Simple Solution may assign this Agreement in connection with a merger, reorganization, financing, sale of the Ship2Invoice business or substantially all related assets.

28. Force Majeure

Neither party is liable for delay or failure to perform obligations other than payment obligations to the extent caused by events beyond its reasonable control, including natural disasters, widespread internet or utility failures, government actions, labor disruptions, war, civil disorder or failures of third-party infrastructure not reasonably within that party's control.

29. Severability and Waiver

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

A failure to enforce a provision on one occasion is not a waiver of that provision or any other provision.

30. Entire Agreement and Order of Precedence

This Agreement, the applicable Order, the Privacy Policy, and any additional terms expressly incorporated by reference form the agreement between Customer and A Simple Solution concerning the licensed use of Ship2Invoice.

If terms conflict, a mutually signed or expressly accepted customer-specific Order or Pilot Agreement controls for the specific commercial subject it addresses, followed by this Agreement. The Privacy Policy controls the description of A Simple Solution's privacy practices.

Documentation describes product operation but does not expand a license grant or override this Agreement unless it expressly states otherwise.

31. Electronic Acceptance

The parties agree that this Agreement and related records may be provided and accepted electronically.

An electronic acceptance associated with the Customer, Authorized User, Installation or Order may be retained as evidence of the Agreement version accepted and the date of acceptance.

32. Contact

Questions about this Agreement may be directed to:

A Simple Solution, LLC
Ship2Invoice
support@ship2invoice.com
ship2invoice.com