End-User License Agreement (EULA)

This End-User License Agreement ("Agreement") is a legal agreement between you ("Client" or "You") and James Wright, CPA, LLC ("Firm", "We", "Us", or "Our") governing your use of the Firm's secure Client Portal, including all associated software, interfaces, messaging features, and documentation (collectively, the "Portal").

By accessing, logging into, or using the Portal, you agree to be bound by the terms of this Agreement.

If you do not agree to these terms, do not access or use the Portal.

1. License grant and restrictions

1.1 Grant of license

Subject to your compliance with this Agreement, the Firm grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Portal solely for reviewing invoices, receiving SMS/text notifications, making secure electronic payments, and managing your billing profile.

"Firm grants you a limited, non-exclusive, non-transferable... license to access and use the Portal..."

1.2 Restrictions

You shall not, and shall not permit any third party to:

1. copy, modify, or create derivative works of the Portal;
2. reverse engineer or attempt to derive source code;
3. resell, lease, or distribute the Portal;
4. use the Portal in violation of any applicable laws.

2. Integrated financial and data synchronization

2.1 Automated data retrieval via QuickBooks Online

The Portal interfaces directly with QuickBooks Online (QBO), the Firm's primary accounting system. By creating an account and logging into the Portal, you authorize the Firm to automatically retrieve, synchronize, and update your client profile, invoices, payment history, outstanding balances, and related financial data from QBO into the Portal.

"You explicitly authorize the Firm to automatically retrieve, synchronize, and update your personal information... outstanding balances, and billing data..."

2.2 Accuracy of information

Portal data is synchronized from QBO and may reflect updates made within the Firm's accounting environment. You agree to promptly notify the Firm of any discrepancies or outdated information.

3. Account security and access

3.1 User credentials

You are solely responsible for maintaining the confidentiality of your Portal login credentials. All actions performed under your account, including invoice reviews, payment submissions, and SMS notification preferences, are your responsibility.

"You agree to accept full responsibility for all activities... that occur under your account."

3.2 Unauthorized access

You must immediately notify the Firm if you suspect unauthorized access or any breach of Portal security. The Firm is not liable for losses resulting from unauthorized use of your account.

4. Invoices, payments, and disputes

4.1 Electronic payments

The Portal may connect to third-party payment processors to facilitate credit card, ACH, or other electronic payments. All transactions are subject to the terms and fees of the respective payment gateway.

4.2 Review and dispute window

You agree to review all invoices promptly. Any dispute must be submitted in writing within thirty (30) days of the invoice date displayed in the Portal.

"Any invoice dispute... must be submitted in writing... within thirty (30) days..."

Failure to dispute within this period constitutes acceptance of the charges.

5. Intellectual property and data ownership

5.1 Proprietary rights

All Portal interfaces, workflows, branding, and logic are the exclusive property of James Wright, CPA, LLC and its licensors. No ownership rights are transferred to you.

5.2 Client data

You retain ownership of all financial and personal data synchronized with or submitted through the Portal. You grant the Firm a perpetual, royalty-free license to host, transmit, and process this data solely for accounting services, payment execution, compliance, and SMS notification delivery.

6. SMS/text notifications

6.1 Consent to receive text messages

By using the Portal, you consent to receive SMS/text notifications from the Firm regarding invoices, payment reminders, document requests, appointment reminders, and other accounting-related communications.

6.2 Opt-out

You may opt out of SMS notifications at any time by replying STOP to any message or updating your Portal communication preferences. Opting out does not affect your obligation to review invoices or comply with deadlines.

6.3 Carrier and delivery disclaimer

Message and data rates may apply. The Firm is not responsible for delayed, undelivered, or misdirected text messages caused by cellular carriers or network issues.

7. Disclaimers and limitation of liability

7.1 "As-is" provision

The Portal is provided "as is" and "as available," without warranties of any kind. The Firm does not guarantee uninterrupted access, error-free operation, or real-time synchronization with QuickBooks Online.

"THE PORTAL IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS..."

7.2 Limitation of damages

To the maximum extent permitted by law, the Firm is not liable for indirect, incidental, or consequential damages, including data corruption, business interruption, or payment delays.

8. Termination and governing law

8.1 Termination

The Firm may suspend or terminate Portal access at its discretion for violations of this Agreement, non-payment, or operational changes.

8.2 Governing law

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

9. Acknowledgment

By using the Portal, you confirm that you have read, understand, and agree to comply with all terms of this Agreement.

"BY UTILIZING THIS PORTAL, YOU CONFIRM THAT YOU HAVE READ THIS AGREEMENT..."