End-User License Agreement

Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below:

• "Service" means the NIDS software platform, website, APIs, and all related tools, features, and content provided by NIDS.
• "User Content" means any data, files, text, or information submitted by you to or through the Service.
• "Intuit Data" means data obtained from Intuit Inc. APIs, including QuickBooks, through an authorized connection you establish.
• "Subscription" means a paid or trial plan granting access to the Service.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

License Grant

Subject to your full compliance with the terms of this Agreement and timely payment of any applicable fees, NIDS hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Service through a supported web browser or API interface
• Use the Service solely for your personal or internal business purposes
• Access features and functionality included in your active Subscription plan

This license does not include any rights to the source code, algorithms, or underlying infrastructure of the Service. All rights not expressly granted herein are reserved by NIDS.

Account Registration & Eligibility

To access certain features of the Service, you must create an account. By registering, you represent and warrant that:

• You are at least 18 years of age
• You have the authority to enter into this Agreement on behalf of yourself or your organization
• All information you provide is accurate, current, and complete
• You will maintain the accuracy of your account information and update it as necessary
• You are solely responsible for maintaining the confidentiality of your account credentials
• You will notify NIDS immediately at legal@mynids.com of any unauthorized use of your account

NIDS reserves the right to refuse service to any person or entity at its sole discretion.

Restrictions & Prohibited Conduct

You agree that you will not, and will not permit any third party to, do any of the following:

• Copy, modify, distribute, sell, rent, lease, sublicense, or transfer the Service or any portion thereof
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Use the Service in any manner that violates applicable law, regulation, or third-party rights
• Use the Service to transmit any malware, spyware, or other harmful code
• Attempt to gain unauthorized access to any system, network, or data associated with the Service
• Use automated bots, scrapers, or crawlers to extract data from the Service without express written permission
• Circumvent or disable any security or access control mechanisms of the Service
• Use the Service to develop a competing product or service
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service
• Use Intuit Data obtained through the Service for any purpose other than the intended use of the Service's features
• Resell or commercialize Intuit Data received through Intuit API integrations
• Violate Intuit's Developer Terms of Service or any applicable Intuit API usage policies

NIDS reserves the right to immediately suspend or terminate your access if any of the above restrictions are violated.

Intellectual Property Rights

The Service and all of its components, including but not limited to software, code, algorithms, designs, text, graphics, user interfaces, trademarks, logos, and trade secrets, are and remain the exclusive property of NIDS and its licensors.

This Agreement does not transfer any ownership rights to you. NIDS retains all right, title, and interest in and to the Service, including all Intellectual Property rights therein.

Your Content

You retain ownership of any User Content you submit to the Service. By submitting User Content, you grant NIDS a limited, worldwide, royalty-free license to use, store, and process that content solely to provide and improve the Service.

Feedback

Any feedback, suggestions, or ideas you provide regarding the Service may be used by NIDS without any obligation to you, including without compensation or attribution.

Third-Party Services & Intuit Integration

The Service may integrate with third-party platforms, including Intuit Inc. products such as QuickBooks. Your use of any such integrations is subject to the applicable third-party terms of service and privacy policies.

With respect to Intuit integrations specifically:

• You authorize NIDS to access your QuickBooks data only to the extent necessary to provide the features of the Service you have enabled
• You represent that you have the authority to grant such access on behalf of your QuickBooks company
• You agree not to use the Intuit integration in violation of Intuit's Developer Terms of Service
• NIDS is not an affiliate of, endorsed by, or in partnership with Intuit Inc.; all Intuit product names are trademarks of Intuit Inc.

NIDS is not responsible for the availability, accuracy, or security of any third-party service. We encourage you to review the terms and privacy policies of any third-party services you connect with through our Service.

Fees, Billing & Subscriptions

Certain features of the Service require a paid Subscription. By subscribing, you agree to pay all applicable fees as described on our pricing page at the time of your subscription.

• Billing Cycle: Fees are billed in advance on a monthly or annual basis depending on your selected plan
• Automatic Renewal: Subscriptions automatically renew unless cancelled at least 48 hours before the end of the billing period
• Refunds: All fees are non-refundable except as required by applicable law or as expressly stated in our refund policy
• Price Changes: We may change Subscription fees upon 30 days' advance notice; your continued use after such notice constitutes acceptance of the new pricing
• Taxes: You are responsible for all applicable taxes associated with your Subscription

Termination

Termination by You

You may terminate this Agreement and your account at any time by contacting us at legal@mynids.com or through your account settings. Termination does not entitle you to any refund of prepaid Subscription fees.

Termination by NIDS

NIDS may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including but not limited to:

• Your breach of any provision of this Agreement
• Non-payment of fees
• Conduct that NIDS believes is harmful to other users, NIDS, or third parties
• Violation of any applicable law or regulation
• Violation of Intuit's Developer Terms of Service through misuse of the Intuit integration

Effect of Termination

Upon termination of this Agreement for any reason:

• Your license to use the Service immediately ceases
• You must cease all use of the Service
• Provisions that by their nature should survive termination (including Sections 5, 9, 10, and 11) shall survive
• NIDS will handle your data in accordance with our Privacy Policy

Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

NIDS DOES NOT WARRANT THAT: (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

This disclaimer applies to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion of implied warranties, so the above may not apply to you.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NIDS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, goodwill, or other intangible losses
• Damages resulting from your use of, or inability to use, the Service
• Damages resulting from unauthorized access to or alteration of your transmissions or data
• Damages resulting from any third-party services, including Intuit's platforms or APIs
• Any other matter relating to the Service

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF NIDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the limitation of certain damages, so some of the above limitations may not apply to you. In such cases, NIDS's liability will be limited to the maximum extent permitted by applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless NIDS and its officers, directors, employees, partners, agents, suppliers, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service in violation of this Agreement
• Your User Content or Intuit Data submitted to or processed by the Service
• Your violation of any applicable law or regulation
• Your violation of any third party's rights, including Intuit's intellectual property or terms of service

Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law provisions.

Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration to be conducted in the State of Delaware.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect Intellectual Property rights pending the outcome of arbitration. The parties waive any right to a jury trial.

Modifications to This Agreement

NIDS reserves the right to modify this Agreement at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of this page and, where appropriate, sending you an email notification at least 14 days before the change takes effect.

Your continued use of the Service after the effective date of any change constitutes your acceptance of the revised Agreement. If you do not agree to the modified terms, you must cease using the Service and terminate your account.

General Provisions

• Entire Agreement: This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and NIDS concerning the Service.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: NIDS's failure to enforce any right or provision of this Agreement shall not be deemed a waiver of that right or provision.
• Assignment: You may not assign or transfer this Agreement or your rights hereunder without NIDS's prior written consent. NIDS may freely assign this Agreement.
• Force Majeure: NIDS shall not be liable for any failure or delay in performance due to causes beyond its reasonable control.
• No Agency: Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and NIDS.

Notices to NIDS under this Agreement should be sent to: legal@mynids.com