End-User License Agreement

1. Agreement to License Terms

This End-User License Agreement ("EULA" or "License Agreement") is a legal agreement between you ("Licensee," "you," or "your") and Arialy Inc., doing business as "Clave AI" or "Clave" ("Licensor," "we," "us," or "our") for the use of the Clave software platform, including all associated features, components, AI agents, integrations, APIs, and documentation (collectively, the "Software").

BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

This EULA supplements our Terms of Service and Privacy Policy. In the event of a conflict between this EULA and our Terms of Service regarding software licensing matters, this EULA shall prevail.

2. Grant of License

2.1 License Grant

Subject to the terms of this EULA and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business operations related to Quick Service Restaurant (QSR) franchise management.

2.2 License Restrictions

You may NOT:

Copy, modify, adapt, translate, or create derivative works of the Software
Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Software
Rent, lease, lend, sell, sublicense, or transfer the Software or your rights to any third party
Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
Use the Software to develop a competing product or service
Use the Software in any manner that violates applicable laws or regulations
Use the Software to process data for third parties not covered under your license
Circumvent or disable any security or access control features of the Software
Use automated scripts, bots, or scrapers to access the Software beyond authorized API usage

2.3 Authorized Users

Your license permits access by your employees and authorized contractors ("Authorized Users") who need to use the Software for your business purposes. You are responsible for ensuring that all Authorized Users comply with this EULA and are liable for any violations by Authorized Users.

3. Third-Party Integrations and Financial Data

3.1 QuickBooks and Accounting Software Integration

The Software provides integration capabilities with third-party accounting and financial software, including but not limited to Intuit QuickBooks Online ("QuickBooks"). By connecting your QuickBooks or other accounting software accounts to the Software, you acknowledge and agree that:

You authorize us to access, retrieve, and process financial data from your connected accounts
You have the legal authority to grant such access and that such access complies with any agreements you have with the third-party service providers
We act as an intermediary and are not responsible for the availability, accuracy, or functionality of third-party services
QuickBooks and other third-party services are subject to their own terms of service, EULAs, and privacy policies, which you must independently agree to and comply with
Your use of integrated third-party services is at your own risk

3.2 Financial Data Processing

When you connect financial accounts or accounting software to the Software, we may access and process the following types of financial data:

Invoices, sales receipts, and payment records
Bills, purchases, and expense transactions
Customer and vendor information
Chart of accounts and account balances
Profit and loss statements and balance sheets
Tax information and tax-related transactions
Bank and credit card transaction data
Inventory and item/product information

3.3 Financial Data Accuracy Disclaimer

IMPORTANT: While the Software is designed to accurately retrieve and process financial data from connected third-party services, WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY FINANCIAL DATA displayed, analyzed, or reported by the Software. You acknowledge that:

Financial data depends on the accuracy of data in your source systems (QuickBooks, POS, etc.)
Data synchronization delays may result in temporary inconsistencies
Third-party API changes or outages may affect data retrieval
You are solely responsible for verifying all financial data before making business, tax, or accounting decisions
The Software is not a substitute for professional accounting, tax, or financial advice
You should consult with qualified professionals before making significant financial decisions

3.4 No Tax or Accounting Advice

THE SOFTWARE DOES NOT PROVIDE TAX, LEGAL, OR ACCOUNTING ADVICE. Any financial reports, analytics, or AI-generated insights provided by the Software are for informational purposes only and should not be construed as professional tax, legal, or accounting advice. You should consult with qualified professionals regarding your specific financial, tax, and accounting needs.

4. Data Rights and Security

4.1 Your Data Ownership

You retain all ownership rights to the data you upload to or process through the Software, including data retrieved from connected third-party services ("Your Financial Data"). You grant us a limited license to use Your Financial Data solely to provide the Software services to you.

4.2 Data Processing and Storage

Your Financial Data is processed and stored using industry-standard security measures, including:

Encryption of data in transit (TLS 1.2+) and at rest (AES-256)
Multi-tenant data isolation with row-level security
Secure token storage for third-party OAuth connections
Regular security audits and vulnerability assessments
Access controls and authentication requirements

4.3 Data Retention and Deletion

We retain Your Financial Data for as long as your account is active or as needed to provide services. Upon termination of your license or disconnection of a third-party integration:

You may request deletion of Your Financial Data at any time
We will delete Your Financial Data within 30 days of a valid deletion request, subject to legal retention requirements
Disconnecting a third-party integration will stop new data synchronization but will not automatically delete previously synchronized data
Anonymized or aggregated data that cannot identify you may be retained for analytics purposes

4.4 Access Token Management

When you connect third-party services like QuickBooks, we store OAuth access tokens and refresh tokens to maintain the connection. These tokens:

Are stored securely using encryption
Are used solely to access data you have authorized
May be automatically refreshed to maintain your connection
Will be deleted when you disconnect the integration or terminate your account
May expire based on third-party provider policies, requiring you to reconnect

5. AI-Generated Content and Automated Actions

5.1 AI-Generated Financial Insights

The Software uses artificial intelligence to analyze Your Financial Data and generate insights, reports, and recommendations. You acknowledge that:

AI-generated content is provided for informational purposes only
AI analysis may contain errors, inaccuracies, or incomplete information
You are responsible for reviewing and verifying all AI-generated financial insights
AI recommendations should not be the sole basis for financial, business, or tax decisions
We do not guarantee any particular outcome from following AI-generated recommendations

5.2 Limitation of Liability for AI Actions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM AI-GENERATED CONTENT, INSIGHTS, OR RECOMMENDATIONS, INCLUDING BUT NOT LIMITED TO:

Financial losses from business decisions based on AI recommendations
Tax penalties or liabilities from AI-generated tax-related insights
Errors in financial reports or analytics
Missed opportunities or incorrect forecasts
Any other damages arising from reliance on AI-generated content

6. Intellectual Property

6.1 Ownership

The Software, including all code, algorithms, AI models, interfaces, documentation, and all intellectual property rights therein, is and shall remain the exclusive property of Arialy Inc. This EULA does not grant you any ownership rights in the Software.

6.2 Trademarks

"Clave," "Clave AI," and associated logos are trademarks of Arialy Inc. You may not use these trademarks without our prior written consent. All other trademarks, including "QuickBooks" and "Intuit," are the property of their respective owners.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the Software, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without compensation or attribution to you.

7. Compliance and Regulatory

7.1 Your Compliance Obligations

You are responsible for ensuring that your use of the Software, including the processing of financial data, complies with all applicable laws and regulations, including but not limited to:

Federal, state, and local tax laws and regulations
Generally Accepted Accounting Principles (GAAP) where applicable
Industry-specific financial regulations
Data protection and privacy laws (CCPA, GDPR, etc.)
Any regulations specific to your franchise agreements

7.2 Export Compliance

You agree not to export or re-export the Software or any data processed through the Software in violation of U.S. export control laws or the export laws of any other jurisdiction.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF FINANCIAL DATA OR AI-GENERATED CONTENT
WARRANTIES THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS
WARRANTIES REGARDING THIRD-PARTY INTEGRATIONS OR SERVICES

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE ACCURACY OR INACCURACY OF FINANCIAL DATA, REPORTS, OR AI-GENERATED INSIGHTS
WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THIRD-PARTY SERVICE OUTAGES, ERRORS, OR DISCONTINUATION
OUR TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

10. Indemnification

You agree to indemnify, defend, and hold harmless Arialy Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

Your use of the Software
Your violation of this EULA
Your violation of any applicable laws or regulations
Your financial or business decisions based on Software outputs
Any claims by third parties related to your use of their data through the Software
Any unauthorized access to the Software through your account

11. Term and Termination

11.1 Term

This EULA is effective upon your first use of the Software and continues until terminated.

11.2 Termination by You

You may terminate this EULA at any time by discontinuing use of the Software and requesting account deletion.

11.3 Termination by Us

We may terminate or suspend this EULA immediately, without prior notice, if you:

Breach any provision of this EULA
Fail to pay applicable fees
Use the Software in violation of applicable laws
Engage in fraudulent or harmful activity

11.4 Effect of Termination

Upon termination of this EULA:

Your license to use the Software immediately terminates
You must cease all use of the Software
We may delete Your Financial Data in accordance with our data retention policies
Third-party integration tokens will be revoked
Sections regarding intellectual property, disclaimers, limitation of liability, and indemnification shall survive termination

12. General Provisions

12.1 Governing Law

This EULA shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any disputes arising under this EULA shall be resolved through binding arbitration in Miami-Dade County, Florida, in accordance with the rules of the American Arbitration Association.

12.3 Entire Agreement

This EULA, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between you and Arialy Inc. regarding the Software and supersedes all prior agreements and understandings.

12.4 Severability

If any provision of this EULA is found to be unenforceable, the remaining provisions shall remain in full force and effect.

12.5 Waiver

Our failure to enforce any provision of this EULA shall not constitute a waiver of that provision or any other provision.

12.6 Assignment

You may not assign or transfer this EULA without our prior written consent. We may assign this EULA without restriction.

12.7 Modifications

We reserve the right to modify this EULA at any time. We will notify you of material changes by posting the updated EULA on our website and updating the "Last Updated" date. Your continued use of the Software after such changes constitutes acceptance of the modified EULA.

13. Contact Information

If you have any questions about this End-User License Agreement, please contact us at:

Legal Entity: Arialy Inc., dba Clave AI

Address: 5966 S Dixie Hwy Ste 300, South Miami, FL 33143, US

Email: legal@tryclave.ai

Website: https://www.clave.restaurant