End user licence agreement

This agreement covers the software itself. Our general terms of service and privacy policy also apply, and are part of the agreement between us. Where this agreement and the terms of service conflict about the Desktop software specifically, this agreement controls.

1. Acceptance

This end user licence agreement is a contract between you (the individual or organisation installing or using the software, including any organisation you represent and are authorised to bind) and Zeno Services, LLC, a New York limited liability company with its principal place of business at 1040 E 13th St., Brooklyn, NY 11230, United States ("Zeno", "we", "us").

"Software" means the Zeno for QuickBooks Desktop application, its installer, its setup centre, its local tools and server components, the accompanying documentation, and any updates we make available to you under section 5.

By installing, copying, or using the software, or by entering a licence key, you accept this agreement. If you do not accept it, do not install or use the software, and if you have paid a licence fee, contact us within the period in section 9.

2. Licence grant

Subject to your compliance with this agreement and payment of the applicable fee, we grant you a personal, non-exclusive, non-transferable, non-sublicensable licence to install and use the software in object code form, on the number of workstations your tier and seat count allow, for your internal business purposes and for bookkeeping work you perform for your own clients.

The licence is perpetual for covered builds. It does not expire, and it does not depend on an active subscription. Section 5 explains which builds a licence covers.

You may make a reasonable number of copies of the software solely for backup and archival purposes, retaining all proprietary notices.

The software is licensed, not sold. We and our licensors retain all right, title, and interest in it, including all intellectual property rights. No rights are granted except those expressly stated here.

3. Workstations, company files, and tiers

A seat is one named Windows workstation. Each installation reports a 16-character machine id, shown on the Setup Center licence tab. You name a workstation against your licence at zenofirm.com/quickbooks-desktop/license and enter the re-issued key it returns. The software runs only on workstations named on your licence.

Tiers, as published on the purchase page at the time of purchase, currently:

• Core: one workstation; up to two company files; standard AP, AR, banking, journal, and sales workflows.
• Practice: one workstation included; unlimited client company files; practice-wide local queries and shared firm memory.
• Enterprise: two workstations included; up to ten entities and cross-entity questions; inventory, assembly, item-receipt, and purchase-order workflows.

Additional Practice and Enterprise workstations may be purchased at the published per-workstation price, up to twenty-four workstations on one licence. Above that, contact [email protected] for a site licence. Core is a single-workstation tier and cannot be extended with additional seats.

Moving a seat. A seat is tied to the workstation you name it to. If a workstation is retired, replaced, or fails, write to [email protected] and we will move the seat to a new machine id at no charge. Seats are not intended to be rotated between machines to serve more people than the licence covers, and we may decline repeated reassignments that have that effect.

You may not use one licence to serve workstations, entities, or company files beyond the counts your tier allows, whether by shared installation, remote desktop, virtualisation, terminal services, or any other means.

4. Evaluation before purchase

The software may be downloaded and used without a licence key for an evaluation that includes a complete set of features and a limit of 250 transaction postings. The evaluation exists so that you can connect an AI client, teach it on a company file you know, and review its work before deciding whether to pay.

When the evaluation posting limit is reached, posting stops. Reading, querying, reporting, review, and reversal continue to work, and your company registrations, local copies, rules, knowledge, playbooks, and batch history remain in place. Entering a licence key resumes posting on the same installation with that work intact.

Evaluation use is provided as is, without warranty or support commitment, and is licensed only for evaluation, not for production bookkeeping you rely on.

5. Update coverage and perpetuity

Every tier includes twelve months of updates and email support from the date of purchase. During that period you may install any build we release for your tier, and each becomes a covered build under your licence. We aim to answer support email within one business day, Monday to Friday, excluding United States federal holidays. This is a target we work to, not a service level agreement.

After that period, update coverage is optional and renewable at the price published on the purchase page, currently 40% of the then-current tier price per year. Renewing extends coverage and email support to the new period.

If you decline update coverage, nothing switches off. The most recent build covered by your licence keeps working, on the workstations named on your licence, for as long as you choose to run it. Reads, review, approval, posting, audit, and reversal are not disabled because update coverage ended. What you lose is access to builds released after your coverage lapsed, and the support and compatibility work that comes with them.

We are not obliged to release updates, to maintain compatibility with any future version of QuickBooks Desktop or Windows, or to support builds indefinitely. Intuit may discontinue or change QuickBooks Desktop or its integration interfaces; if that happens, a covered build may stop working through no act of ours, and section 10 applies.

6. Licence keys and validation

Your licence key identifies your licence and its seats. Treat it as confidential. Do not publish it, share it outside your organisation, or use it on workstations not named on your licence. You are responsible for use made of your key.

The software validates licence keys against our licensing service and checks a public release endpoint for updates. Those requests carry the licence key and machine identifiers and nothing from your ledger. Bookkeeping data and the local journal are not uploaded to Zeno by using the software. This is described in the privacy policy, which governs.

The software stores its operating history locally, beside the company file, on the workstation where it runs. Keeping that history intact is your responsibility, and it is part of what you should be backing up.

7. Restrictions

You may not, and may not permit anyone else to:

• reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or structure of the software, except to the extent applicable law expressly permits despite this restriction, and then only after asking us for the information you need;
• modify, adapt, translate, or create derivative works of the software;
• circumvent, disable, or tamper with the licence check, the machine-id mechanism, the posting limit, the approval step, or the work log, or falsify an approval or audit record;
• rent, lease, lend, sell, redistribute, sublicense, host, or provide the software as a service to third parties; running bookkeeping work for your own clients under your own licence is permitted, giving them the software is not;
• remove, obscure, or alter any copyright, trademark, or other proprietary notice, or the digital signature on any file we distribute;
• use the software to access company files you are not authorised to access, or to record entries you know to be false; or
• use the software to develop or train a competing product.

8. Your company file is yours to protect

The software writes to a live QuickBooks company file that you control. Back up the company file before applying a batch. A QuickBooks Desktop company file is a single local artefact, and some changes are difficult or impossible to undo once other work has been built on them.

Zeno records every applied run with an identifier that can be used to reverse the entries it created, but reversal is limited to what Zeno posted and what QuickBooks still permits. It will not succeed against closed periods, reconciled or cleared transactions, records since edited or deleted by someone else, or changes that QuickBooks itself refuses. Reversal is a convenience. It is not a backup and it is not a substitute for one.

You are responsible for reviewing every plan before approving it, for the approval decision, and for the resulting books. Section 4 of the terms of service, “No autonomous authority,” applies in full to the Desktop product.

9. Limited warranty and refund

We warrant that, for thirty days after purchase, the software will perform substantially as described on the purchase page and in the documentation, when installed on a supported Windows workstation with a supported version of QuickBooks Desktop.

If it does not, tell us at [email protected] within that period and give us a reasonable opportunity to fix it. If we cannot, your sole and exclusive remedy, and our entire liability under this warranty, is a refund of the licence fee you paid, on deactivation of your licence key and removal of the software. This is the only circumstance in which licence fees are refundable, because a complete evaluation is available before purchase and licence keys are delivered electronically and immediately.

This warranty does not apply to evaluation use, to problems caused by modification of the software, by use outside this agreement, by hardware or operating system faults, by damaged company files, or by changes made by Intuit or by any third-party AI provider.

Except for this limited warranty, and to the fullest extent permitted by law, the software is provided "as is" and we disclaim all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. Some jurisdictions do not allow the exclusion of implied warranties or limits on how long an implied warranty lasts, so parts of this section may not apply to you, and you may have other rights that vary by jurisdiction.

10. Disclaimers and limitation of liability

The software prepares and records bookkeeping work. It does not provide accounting, bookkeeping, tax, audit, legal, or financial advice, and using it does not create a professional or fiduciary relationship between you and Zeno. We do not warrant that any plan, classification, match, calculation, report, or explanation is accurate or complete, that a reversal will be possible in any particular case, or that the software satisfies any professional standard, accounting framework, regulator, or taxing authority applicable to you.

To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, lost or corrupted data or company files, cost of substitute software or services, or business interruption, arising out of or relating to the software, whether in contract, tort, or any other theory, and whether or not we were advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the software and this agreement will not exceed the licence fee you actually paid for the licence giving rise to the claim.

These limits do not apply to liability for fraud, wilful misconduct, or death or personal injury caused by negligence. They are an essential basis of the bargain, apply even if a limited remedy fails of its essential purpose, and are reflected in the price. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

11. Authenticity of the installer

Installers and executables we distribute are digitally signed by Zeno Services, LLC and timestamped. Before installing, you can confirm the signature in the file's Windows properties under Digital Signatures, or with Get-AuthenticodeSignature in PowerShell.

Download the software only from zenofirm.com or from a licence link we issued to you. Do not install a build whose signature is missing, broken, or attributed to anyone other than Zeno Services, LLC. Tell us at [email protected] instead. We are not responsible for software obtained from any other source, and this agreement grants no licence to such copies.

12. Third-party software and trademarks

The software includes third-party components licensed under their own terms. Those terms are reproduced in the notices file installed with the software and apply to those components; where a third-party licence grants you rights broader than this agreement, that licence controls for that component.

QuickBooks, QuickBooks Desktop, QuickBooks Enterprise, and Intuit are trademarks of Intuit Inc. Zeno for QuickBooks Desktop is an independent product. It is not affiliated with, endorsed by, sponsored by, or certified by Intuit Inc. You are responsible for holding your own valid QuickBooks licence and your own AI provider subscription; neither is included.

13. Term and termination

This agreement takes effect when you install or use the software and continues perpetually unless terminated.

You may terminate at any time by uninstalling the software and destroying your copies. We may terminate this licence if you materially breach it, in particular section 3, section 6, or section 7, and do not cure the breach within 30 days of our written notice. On termination, your licence ends and you must stop using the software, uninstall it, and destroy your copies and licence keys. Termination does not entitle you to a refund except under section 9, and does not affect your books, your company file, or your local history, which remain yours.

Sections 7 through 12 and section 14 survive termination.

14. General

Governing law and disputes. This agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules. The dispute resolution provisions in section 20 of the terms of service, including individual arbitration seated in New York, New York, and the class action waiver, apply to this agreement and are incorporated by reference. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Transfer. You may not transfer this licence or your licence key to another party, except that you may transfer the licence in its entirety to a successor to all or substantially all of your business or assets, on written notice to us and provided the successor accepts this agreement and you retain no copies.

Export and sanctions. You represent that you are not located in, and are not a national of or controlled by anyone in, a country or on a list subject to United States embargo or sanctions, and that you will not use, export, or re-export the software in violation of United States export control or sanctions law.

United States Government end users. The software is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Government end users acquire only the rights granted here.

Entire agreement. This agreement, together with the terms of service and privacy policy, is the entire agreement about the software and supersedes any prior understanding. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed and the rest remains in effect. A failure to enforce a provision is not a waiver of it. Headings are for convenience only.

Contact. Zeno Services, LLC, 1040 E 13th St., Brooklyn, NY 11230, United States · [email protected] · [email protected] · [email protected]