End-User License Agreement

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This End-User License Agreement (the “Agreement”) is a binding contract between you, either individually or on behalf of the organization you represent (“you” or “Customer”), and Bithatch Systems (“Bithatch,” “we,” “us,” or “our”). It governs your access to and use of the Bithatch software applications, including Homeplate, together with any related documentation and services (collectively, the “Software”).

By accessing or using the Software, or by clicking to accept this Agreement, you confirm that you have read, understood, and agree to be bound by it. If you do not agree, you must not access or use the Software.

1. Definitions

“Software” means the Bithatch applications, including Homeplate, and all related features, updates, and documentation. “Customer Data” means the data, records, and content that you or your authorized users submit to or generate within the Software. “Authorized User” means an individual you invite and permit to access the Software under your account.

2. License grant

Subject to your compliance with this Agreement and payment of any applicable fees, Bithatch grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business or organizational purposes during the term of your subscription.

3. Acceptable use and restrictions

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

• copy, modify, translate, or create derivative works of the Software;
• reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by law;
• rent, lease, sell, sublicense, distribute, or otherwise provide the Software to a third party;
• circumvent or disable any security, access-control, or authentication mechanism;
• upload or transmit malicious code, or use the Software to violate any law or third-party right;
• access the Software to build a competing product or service; or
• use the Software other than as expressly permitted in this Agreement.

4. Accounts and access

Access to the Software is by invitation only. You are responsible for maintaining the confidentiality of account credentials, for all activity that occurs under your account, and for ensuring that your Authorized Users comply with this Agreement. You must promptly notify us of any unauthorized use of your account.

5. Customer data and ownership

As between you and Bithatch, you retain all rights, title, and interest in and to your Customer Data. You grant Bithatch a limited license to host, process, and transmit your Customer Data solely to provide and support the Software. Our handling of personal information is described in our Privacy Policy, which is incorporated into this Agreement by reference.

6. Third-party services (Intuit / QuickBooks Online)

The Software integrates with QuickBooks Online, a service provided by Intuit Inc. (“Intuit”), through the official Intuit API. When you connect your QuickBooks Online account, you authorize Bithatch to access and exchange accounting data with QuickBooks Online on your behalf in order to provide the Software’s features.

Your use of QuickBooks Online is governed by Intuit’s own terms and privacy policy. Intuit is not a party to this Agreement, and Bithatch is not responsible for the availability, accuracy, or conduct of QuickBooks Online or any other third-party service. The QuickBooks Online connection is established and managed by the subscribing organization through its authorized administrator, not by individual Authorized Users. The subscribing organization may disconnect the integration at any time from its account settings or its Intuit account.

7. Fees

Access to the Software may require payment of subscription or service fees as set out in a separate order, quote, or agreement between you and Bithatch. Unless otherwise stated, fees are non-refundable and exclusive of applicable taxes.

8. Intellectual property

The Software and all related intellectual property rights are and remain the exclusive property of Bithatch and its licensors. Except for the limited license expressly granted in this Agreement, no rights are granted to you. The Bithatch and Homeplate names and logos are trademarks of Bithatch and may not be used without prior written permission.

9. Warranty disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BITHATCH DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BITHATCH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE. BITHATCH’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO BITHATCH FOR THE SOFTWARE IN THE ONE (1) MONTH PRECEDING THE CLAIM, OR CAD $100.

11. Indemnification

You agree to indemnify and hold harmless Bithatch and its officers, employees, and agents from any claims, damages, liabilities, and expenses arising out of your Customer Data, your use of the Software in violation of this Agreement, or your violation of any law or third-party right.

12. Term and termination

This Agreement remains in effect for as long as you access or use the Software. We may suspend or terminate your access if you breach this Agreement. Upon termination, your license ends and you must stop using the Software. Subject to applicable law and our Privacy Policy, we will make your Customer Data available for export, or delete it, in accordance with our standard data-retention practices. Sections that by their nature should survive termination will survive.

13. Governing law

This Agreement is governed by the laws of the Province of British Columbia, Canada, without regard to its conflict-of-laws rules. You agree to the exclusive jurisdiction of the courts located in British Columbia, Canada for any dispute arising out of this Agreement.

14. Changes to this Agreement

We may update this Agreement from time to time. When we do, we will revise the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Software after changes take effect constitutes acceptance of the updated Agreement.

15. Contact

Questions about this Agreement can be sent to info@bithatch.ca.