End-User License Agreement

This End-User License Agreement (the “Agreement”) is a binding agreement between Dios Azul Tequila LLC, a Wyoming limited liability company (“Company,” “we,” “us,” or “our”) and the individual or entity (“you” or “User”) that accesses or uses the Dios Azul Sales Reports & CRM software application, together with its related websites, features, integrations, and documentation (collectively, the “Application”). The Application is a private business application made available to authorized personnel and business partners of the Company. Please read this Agreement carefully before using the Application.

1. Definitions

   • “Authorized User” means an employee, sales representative, contractor, distributor partner, or other individual or entity that the Company permits to access the Application under credentials the Company issues or approves.
   • “Customer Data” means the business data and content submitted to, stored in, generated by, or processed through the Application, including account, contact, order, inventory, expense, and reporting records.
   • “Third-Party Services” means services operated by parties other than the Company that the Application connects with or relies on, including QuickBooks Online, email delivery, cloud object storage, mapping and geocoding, and calendar providers.

2. License Grant

   Subject to your continuous compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Application solely for the Company’s internal business purposes and only as authorized by the Company. All rights not expressly granted are reserved by the Company. This Agreement licenses, and does not sell, the Application to you.

3. Authorized Users and Accounts

   Access to the Application is limited to Authorized Users. You must keep your credentials confidential, you are responsible for all activity that occurs under your account, and you must notify the Company promptly at the contact address below of any suspected unauthorized access or use. The Company may create, suspend, or terminate accounts and may set, change, or revoke roles, permissions, and access at any time. You must not share credentials or permit any person who is not an Authorized User to access the Application.

4. Acceptable Use and Restrictions

   You agree to use the Application only for lawful purposes and in accordance with this Agreement. You must not, and must not permit any person to:

   • copy, modify, translate, or create derivative works of the Application;
   • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, except to the limited extent applicable law prohibits this restriction;
   • rent, lease, lend, sell, sublicense, distribute, or otherwise make the Application available to any third party outside the scope of your authorization;
   • access or use the Application to build a competing product or service, or to circumvent its usage controls, security, or access restrictions;
   • introduce malicious code, probe or scan the Application, or interfere with or disrupt its integrity, performance, or the data it contains;
   • use the Application to store or transmit data that infringes, is unlawful, or that you lack the rights or consents to process, including data you direct the Application to transmit to Third-Party Services.

5. QuickBooks Online and Third-Party Services

   5.1 Integration.

   The Application offers an optional integration with QuickBooks Online (“QuickBooks”), an accounting product of Intuit Inc. (“Intuit”). The integration is enabled only when an authorized administrator connects a QuickBooks company to the Application.

   5.2 Authorization to access your QuickBooks data.

   When an authorized administrator connects QuickBooks, that administrator authorizes the Application to access, retrieve, transmit, and store data to and from the connected QuickBooks company through Intuit’s application programming interfaces, subject to the permission scopes granted at the time of connection. Data exchanged may include customer records, estimates and invoices (including purchase-order and reference numbers), product, item, and inventory-quantity records, payment and balance status, and tax-exemption status.

   5.3 Intuit’s terms govern QuickBooks.

   Your use of QuickBooks is governed by your own separate agreements with Intuit. This Agreement does not modify, replace, or supersede those agreements. You are responsible for maintaining your QuickBooks subscription and for your own compliance with Intuit’s terms. The Company is not responsible for the availability, accuracy, security, or operation of QuickBooks, or for any change Intuit makes to its services, application programming interfaces, or terms.

   5.4 Independence and trademarks.

   The Company and the Application are independent of Intuit and are not endorsed, sponsored, certified by, or otherwise affiliated with Intuit. “Intuit,” “QuickBooks,” and related names and logos are trademarks of Intuit Inc., used here for identification only.

   5.5 Disconnection.

   An authorized administrator may disconnect the QuickBooks integration at any time from within the Application or from within QuickBooks. Upon disconnection, the Application will cease exchanging new data with QuickBooks; however, data already exchanged before disconnection may persist in each system in accordance with each system’s own retention practices.

   5.6 Other Third-Party Services.

   The Application also relies on other Third-Party Services to function. Those services are provided by their respective operators under their own terms, and the Company is not responsible for their acts, omissions, availability, or content.

6. Customer Data and Privacy

   As between you and the Company, Customer Data is and remains the property of the Company and its applicable business partners. The Company processes Customer Data to provide, secure, maintain, and improve the Application and to enable the integrations you use, including the QuickBooks integration. You are responsible for the accuracy, quality, and legality of the Customer Data you submit, and for having the rights and permissions necessary to submit it and to direct its transmission to any Third-Party Service.

   The Company applies reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption of stored access credentials, role-based access controls, and audit logging. No method of transmission or storage is completely secure, and the Company cannot guarantee absolute security. The Company’s collection and use of personal information in connection with the Application is described in the Company’s Privacy Policy, which is incorporated into this Agreement by reference and available at the same website where this Agreement is posted.

7. Intellectual Property

   The Application, including all software, designs, text, graphics, and their selection and arrangement, and all intellectual property rights in them, are owned by the Company or its licensors and are protected by law. Except for the limited license expressly granted in this Agreement, no right, title, or interest in the Application is transferred to you. If you provide suggestions or feedback about the Application, the Company may use them without restriction or obligation to you.

8. Confidentiality

   The Application and any non-public information the Company makes available through it, including Customer Data you are not otherwise authorized to disclose, are confidential. You must not disclose such information to any person who is not an Authorized User with a need to know, and you must use it only as necessary to use the Application as permitted by this Agreement.

9. Disclaimer of Warranties

   THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DATA, INCLUDING DATA EXCHANGED WITH QUICKBOOKS OR OTHER THIRD-PARTY SERVICES, WILL BE ACCURATE OR PRESERVED.

10. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO THE COMPANY FOR USE OF THE APPLICATION IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE LIMITATIONS, SO SOME MAY NOT APPLY TO YOU.

11. Indemnification

    You agree to defend, indemnify, and hold harmless the Company and its officers, members, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to your use of the Application in breach of this Agreement, your violation of any law or third-party right, or the Customer Data you submit or direct the Application to transmit.

12. Term and Termination

    This Agreement takes effect when you first access or accept it and continues while you are an Authorized User. The Company may suspend or terminate your access to the Application, in whole or in part, at any time and for any reason, including if you breach this Agreement. Upon termination, the license granted to you ends and you must stop using the Application. Sections concerning intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and general provisions survive termination.

13. Changes to the Application and to this Agreement

    The Company may modify, suspend, or discontinue the Application or any feature at any time, including the QuickBooks integration. The Company may also revise this Agreement from time to time. When it does, it will post the revised Agreement at the same location with an updated “Last updated” date. Your continued use of the Application after a revision takes effect constitutes acceptance of the revised Agreement.

14. Governing Law and Dispute Resolution

    This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. You and the Company agree that the state and federal courts located in California will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Application, and each party consents to personal jurisdiction and venue in those courts. To the extent permitted by law, each party waives any right to a jury trial.

15. General Provisions

    This Agreement, together with the Privacy Policy, is the entire agreement between you and the Company regarding the Application and supersedes all prior understandings on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. The Company’s failure to enforce a provision is not a waiver of it. You may not assign this Agreement without the Company’s prior written consent; the Company may assign it in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to the Company must be sent to the contact address below.

16. Contact

    Questions or notices regarding this Agreement may be directed to:

    Dios Azul Tequila LLC
    Attn: Legal
    legal@diosazul.com