End User Licence Agreement

1. Parties and scope

This agreement is between Tero Power Inc., a corporation incorporated under the Canada Business Corporations Act, corporation number 1782019-4, with its registered office at 60 Spadina Avenue, Suite 200, Toronto, Ontario M5V 2H8 (“Tero Power”), and the authorised user of the Tero Brain QuickBooks integration (the “Software”).

The Software is a private internal application. It is used only against the QuickBooks Online company file of Tero Power Inc. It is not sold, licensed, distributed or otherwise made available to any other business or to the public.

2. Licence

Tero Power grants authorised users a non-exclusive, non-transferable, revocable licence to use the Software solely for the internal business purposes of Tero Power Inc. Authorised users are the directors of Tero Power Inc. and any employee or contractor whom the directors expressly authorise in writing.

3. Restrictions

You may not sublicense, sell, rent, lease, distribute or otherwise transfer the Software or access to it. You may not reverse engineer, decompile or disassemble it except to the extent that applicable law expressly permits. You may not use it to access any QuickBooks company file other than that of Tero Power Inc., and you may not disclose data obtained through it to any person who is not an authorised user.

4. Read-only operation

The Software reads from QuickBooks Online. It does not create, modify, void or delete any record in QuickBooks Online, and it is built so that it cannot do so. It does not request or use the QuickBooks Payments or Payroll APIs and does not process payment credentials.

5. Data and privacy

Handling of data read from QuickBooks Online, including personal information about employees, is governed by the Tero Power privacy policy, which forms part of this agreement.

6. Intuit

Intuit Inc. is not a party to this agreement, is not responsible for the Software, and gives no warranty in respect of it. QuickBooks and Intuit are trademarks of Intuit Inc. Use of QuickBooks Online is separately governed by the terms between the user and Intuit.

7. No warranty

The Software is provided “as is” without warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Tero Power does not warrant that the Software will be uninterrupted or error free, and figures it reports are not a substitute for the QuickBooks Online records themselves or for professional accounting advice.

8. Limitation of liability

To the maximum extent permitted by law, Tero Power is not liable for any indirect, incidental, special or consequential damages, or for any loss of profit, revenue or data, arising from use of the Software.

9. Term and termination

This agreement takes effect when the Software is first authorised against a QuickBooks Online company file and continues until terminated. A QuickBooks Online user with the Admin role may terminate it at any time by disconnecting the app in QuickBooks Online. Tero Power may terminate a user's licence at any time. On termination the Software stops reading from QuickBooks Online, and data already collected is handled as set out in the privacy policy.

10. Governing law

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts of Ontario have exclusive jurisdiction over any dispute arising from it.

11. Contact

Tero Power Inc., 60 Spadina Avenue, Suite 200, Toronto, Ontario M5V 2H8, Canada. info@teropower.com.