Terms of Service and End User Licence Agreement — OberBuilt Inventory

Effective date: 5 November 2026 Last updated: 5 November 2026

One part applies before that date. What section 20.2 says about a video on our public website applies from 31 October 2026.

One change applies to every customer. From 5 November 2026, Saskatchewan is part of the Permitted Territory described in sections 2.6, 4.1 and 4.2, whichever version of these terms applies to you.

This one document does two jobs. It is the Terms of Service for the OberBuilt Inventory subscription, and it is the End User Licence Agreement (EULA) for the OberBuilt Inventory software. If you were sent here looking for "the EULA", the licence terms are in sections 6 to 8 (licence grant, restrictions, ownership) together with sections 22 to 24 (warranty disclaimer, limitation of liability, and the people those protections cover). You do not have to hunt for them.

Please read section 3 (the Service is in beta), section 9 (QuickBooks Online is the system of record, and the Service can delete a transaction it created), section 13 (automatic renewal and how to cancel) and sections 22 and 23 (disclaimers and the limit on what we owe you) carefully. Those sections change what you can expect from us and what you can recover from us.

1. About these terms and who they are with

1.1 These terms are a binding agreement between OberBuilt Inc., a corporation incorporated in Manitoba, Canada, with its business address at 612 – 3336 Portage Avenue, Winnipeg, Manitoba R3K 2H9 ("OberBuilt", "we", "us", "our"), and the business that subscribes to or uses OberBuilt Inventory ("you", "your", the "Customer").

1.2 How this agreement is formed. You accept these terms by ticking the box presented when you connect a QuickBooks Online company to the Service — or, if these terms have changed since you last accepted them, when you start a new subscription — confirming that you agree to them for your business and that you have read our Privacy Policy. Above that box the page shows a summary of the key terms — that the Service is for business use only; that it is in beta, can produce incorrect results, writes bills, inventory adjustments and a supplier record into your QuickBooks Online company, and can change or delete bills it created there; the limits on our liability and the law and courts that govern this agreement; and one connected company, tax on top, monthly automatic renewal, cancel yourself at any time — and links the full text of this agreement and of our Privacy Policy, each opening in a new tab. Where that summary is longer than the space it is shown in, you cannot continue until you have scrolled to the end of it. We keep a record of each acceptance, including the version you accepted — identified by its effective date — and when you accepted it; sections 8 and 15 of the Privacy Policy, and section 16.6, say what else that record holds and how long we keep it. If you use the Service without having done that yourself — for example, because a colleague connected the company — you accept these terms by using it. If you are agreeing on behalf of a company or other organisation, you confirm that you have authority to bind it, and "you" means that organisation.

1.3 These terms apply to businesses. The Service is sold for business use and is not offered for personal, family or household purposes.

1.4 Our Privacy Policy, published at https://obinv.oberbuilt.ca/legal/privacy, explains how we handle personal information. It is our statement of practice, for which we are accountable under privacy law; it is not a set of contractual terms, and if it and this agreement conflict, this agreement governs. Our Pricing Disclosure (section 2.7) sets out the current price, currency, billing frequency and taxes, and forms part of this agreement; you are shown it before you are asked for payment details, and nothing is charged before you have seen it. This agreement and the Privacy Policy are readable without signing in.

2. Definitions

2.1 "Service" means the OberBuilt Inventory application, which connects to QuickBooks Online, provided at obinv.oberbuilt.ca, including the software, the web application and any documentation we make available.

2.2 "Connected Company" means the QuickBooks Online company that you authorise the Service to access.

2.3 "Customer Data" means the data in your Connected Company, the bills of materials, builds and other records you create in the Service, and the data the Service derives from them.

2.4 "Subscription" means your paid, automatically renewing right to use the Service.

2.5 "OberBuilt Parties" has the meaning given in section 24.

2.6 "Permitted Territory" means Canada excluding the province of Quebec, and the United States of America, meaning its fifty states and the District of Columbia, not its territories, such as Puerto Rico or Guam.

2.7 "Pricing Disclosure" means the current price, currency, billing frequency, tax treatment and automatic-renewal terms as displayed in the Service on the page where you add a payment method. The figures shown there are read from our payment provider, which holds our prices. Where anything else we publish differs from them, the amount displayed in the Service immediately before you are asked for payment details governs. What an invoice actually charges also depends on sales tax, which is added where it applies (section 12.3), and on any discount, which reduces it while it applies; section 13 says what each renewal is charged and how the price may change.

2.8 "Business day" means a day other than a Saturday, Sunday or statutory holiday in Manitoba.

2.9 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

3. The Service is offered as-is, in beta

3.1 Read this before you subscribe. OberBuilt Inventory is a beta product. It is early software from a small company, and we would rather tell you that plainly than have you find out.

3.2 This means, specifically:

• The Service is provided "as is" and "as available". It may contain defects, errors and gaps.
• It may produce incorrect results. Costs, quantities, shortages and the transactions it posts into your Connected Company may be wrong.
• Features may change, behave differently, or be withdrawn, with or without notice.
• The price may change. See section 13.5.
• There is no service-level commitment. We do not promise any level of uptime, availability, response time, or support response time (apart from the reply to an accessibility request in section 19.1), and we do not offer service credits. The Service may be unavailable, including without notice, for maintenance, for failures outside our control, or for no reason we can explain to you at the time.

3.3 Verify the output. Because the Service writes into your accounting records, you should check what it produces against your QuickBooks Online company before you rely on it — before you file anything, report anything, or make a decision based on it. Section 9 explains this in more detail. This is the single most important operational obligation in this agreement.

3.4 Nothing in this section 3 excludes liability that cannot be excluded by law. See section 23.7.

4. Eligibility and where the Service is offered

4.1 You must be a business located in the Permitted Territory — Canada excluding Quebec, and the United States — to use the Service. The United States here means its fifty states and the District of Columbia, not its territories, such as Puerto Rico or Guam.

4.2 This is a contractual restriction, not only a technical one. Each time you connect a QuickBooks Online company or sign in with QuickBooks Online — the first time, and every time after — we read the country, the province or state, and the postal code recorded in that company's QuickBooks Online company information. We take the province or state from the company's address or, if that has none, from the company's legal address, and the postal code from the same address — or from the company's address, if neither has a province or state. For a Canadian company whose province is blank or not one we recognise, we work the province out from its postal code, and treat the company as recorded in that province. We refuse a company recorded outside Canada and the United States — including one recorded in the United States with a state we recognise as a place outside its fifty states and the District of Columbia, such as Puerto Rico or Guam — or whose company information records no country, and separately refuse a company recorded in Quebec; if it is a company we already serve, we then disconnect it as section 16.7 describes. Where the province recorded is one we serve but the postal code places the company in Quebec, we refuse it if it is connecting for the first time, or if the location we hold for it is already outside the Permitted Territory, and if it is a company we already serve, we then disconnect it as section 16.7 describes; otherwise, for a company we already serve, we do not refuse it on that ground alone, but review it ourselves. Each connection or sign-in that is not refused also updates the country and province we hold for you to the ones recorded in QuickBooks Online. That check depends on the address in your own QuickBooks Online file, and it is applied only when you connect or sign in with QuickBooks Online: while you stay connected, nothing is refused or disconnected automatically because of it, although we read the address again about once a day so that our staff are told if it has moved to a place we do not serve. So it is not a guarantee. If we refused your company because that address was wrong, correct it in QuickBooks Online and connect again. If you are located outside the Permitted Territory, you are not permitted to use the Service, whether or not a technical check stops you, and we may terminate your account if we discover that you are.

4.3 We do not offer the Service in the European Union, the European Economic Area, or the United Kingdom.

4.4 You must be at least eighteen years old and legally able to enter into a contract.

4.5 You represent that you are not located in, ordinarily resident in, or acting on behalf of anyone in a country or region subject to comprehensive economic sanctions, and that you are not a person or entity on a restricted-party or sanctions list maintained by Canada or the United States. You will not use, export or re-export the Service, or permit it to be used, in violation of Canadian or United States export-control or economic-sanctions laws.

5. Your account and your Connected Company

5.1 One Subscription covers one Connected Company. If you need to use the Service with more than one QuickBooks Online company, you need a Subscription for each.

5.2 You are responsible for your account credentials, for everything done under your account, and for making sure the people you let use it comply with these terms.

5.3 You must give us accurate account and billing information and keep it current. If your billing details stop working, your Subscription may lapse.

5.4 You are responsible for maintaining your own active QuickBooks Online subscription with Intuit. Without it, the Service cannot function, and that is not our breach. If your QuickBooks Online subscription lapses or your company file is deleted, the Service stops working — but that does not by itself cancel your Subscription with us. If Intuit ends our access to your company as a result, we treat that as a disconnection from Intuit's side and stop your Subscription from renewing (section 5.5). If it does not, your Subscription and its charges continue until you cancel under section 14. We cannot reliably tell from our side whether your QuickBooks Online subscription is active, so cancelling with us is yours to do.

5.5 You can disconnect the Service from your Connected Company at any time — from within the Service, or from within QuickBooks Online. When you do, we immediately stop accessing your QuickBooks Online company and stop syncing or using its data. What happens to the copy already in our systems is set out in section 16. What happens to your Subscription depends on how you disconnect:

• Inside the Service, while you are paying, or on a free trial with a payment method on file, we ask what should happen to your Subscription before anything is disconnected, and nothing is chosen for you. Stop my subscription sets it to end at the end of the period you have already paid for, or at the end of your trial, and nothing further is charged. Keep my subscription continues it: your payment method goes on being charged every period — from the end of your trial, if you are on one — although the Service cannot sync or run builds while it is disconnected, and we remind you before each charge (section 13.2). Keep is offered only while we have a working email address for you, because that is where the reminders go; not while a payment is overdue; and not for a company whose country, province or state, as we hold it, is outside the Permitted Territory (section 4.2), because the Service cannot be used there. If a payment is overdue, Stop ends your Subscription at once rather than at the end of the period, your payment method is not charged again, and section 12.6 sets out what you then owe.
• Inside the Service, on a free trial with no payment method on file, there is nothing to choose: your trial is set to end on its end date and nothing is charged. If you reconnect before then, your trial normally just continues; if you have added a payment method in the meantime, we ask you instead whether to keep your Subscription.
• From within QuickBooks Online — or if Intuit ends our access to your company for any other reason — we cannot ask you, so we stop your Subscription from renewing: it ends at the end of the period you have already paid for, or at the end of your trial, and we email you to say so (section 29.1). If a payment is overdue, it ends at once, your payment method is not charged again, and section 12.6 sets out what you then owe.

Until a Subscription that was set to end in one of these ways actually ends, you can still keep it — unless we refused a reconnection (section 16.7) and the company has not since passed the check in section 4.2 — on the same conditions as above: reconnect and choose Keep my subscription, or choose it after signing in by email (section 5.6). Disconnecting inside the Service also signs out everyone who is signed in to the Service for your company. Signing out of the Service does not disconnect your Connected Company; only disconnecting does.

5.6 Signing in by email while disconnected. While your Connected Company is disconnected and we still hold your data, you can sign in without reconnecting. Enter the email address on your account on our sign-in page, at https://obinv.oberbuilt.ca/signin, and we email a sign-in code to that address. Type the code into the page where you asked for it; it does not work anywhere else. The code works once, and only for 15 minutes. Each code allows 5 tries; after that, ask for a new code. It signs you in for 2 hours, and only to see and manage your Subscription (including through the Stripe Customer Portal), to export your data (section 16.4), to erase it (section 16.3), to tell us your email address works again (section 14 of the Privacy Policy) and to reconnect. That sign-in also ends if it goes unused for 30 minutes (it can end up to a minute sooner, never later), and signing in this way ends any earlier sign-in in the same browser. It cannot be used to change the email address on your account, to run builds, or to reach your QuickBooks Online company. We cannot send a code if there is no email address on your account, or if messages to it are coming back undeliverable (section 29.1); reconnecting is then the way back in. Each time someone signs in this way, we email a notice of it to the address the code was sent to and, if it is different, to the company email address described in section 6 of the Privacy Policy, unless we cannot deliver mail to that address. If you did not sign in, please tell us at once (section 32), and we will end any email sign-in in progress for your company and cancel any code not yet used. Whoever can read that mailbox can sign in this way, so treat it like your other account credentials (section 5.2).

6. Licence grant (End User Licence Agreement)

6.1 Subject to your compliance with this agreement and, where the Service is paid, your payment of the applicable fees, OberBuilt grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service for your own internal business purposes, during the term of your free trial or Subscription.

6.2 That licence is tied to one Connected Company per Subscription. It extends to your employees and contractors acting on your behalf and for your internal business purposes, and you are responsible for their compliance with this agreement as if it were your own.

6.3 Your authorisation to us. You instruct and authorise OberBuilt and the Service, acting on your instructions, to:

• read the items, bills of materials, purchase orders, bills, transactions and company information in your Connected Company;
• store, organise, compute with and display that information within your account;
• create, modify and delete bills of materials, builds and related records inside the Service;
• create and modify transactions inside your Connected Company — bills and inventory adjustments arising from the builds and un-builds you run;
• create one supplier record ("Vendor") inside your Connected Company, named OberBuilt Inventory (Internal, Do Not Pay), which the Service uses as the counterparty on the internal bills it posts for your builds. It is not a real supplier and it must never be paid. It is created once, on your first build, and reused after that. It is a permanent record in your books: it remains there after you cancel, disconnect or ask us to erase your data, and we cannot remove it for you once your authorisation ends — you can delete or deactivate it yourself in QuickBooks Online;
• when you un-build all of what remains of a build, permanently delete the bill the Service posted for that build, and when you un-build part of it, change that bill to the quantity that stays built (section 9.4);
• after an un-build, re-send unchanged the bill the Service posted for another build dated the same day as the build you un-build that used one of the same components, to have QuickBooks Online recalculate its cost (section 9.3); and
• where a build or un-build fails part-way through, reverse the inventory adjustments it had posted, by posting equal-and-opposite adjustments, and permanently delete the bill it had posted (section 9.4).

This authorisation is part of your consideration under this agreement and continues until you disconnect under section 5.5.

6.4 No rights are granted to you other than those expressly set out in sections 6.1 and 6.2. We reserve everything not expressly granted.

6.5 This licence ends automatically when your Subscription or trial ends, or when this agreement terminates, subject to the export licence in section 16.9.

7. What you may not do (licence restrictions)

7.1 You must not, and must not permit anyone else to:

• (a) copy, modify, adapt, translate or create derivative works of the Service or any part of it;
• (b) reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive its source code, algorithms or underlying structure, except to the narrow extent that applicable law expressly permits this despite this restriction;
• (c) resell, rent, lease, licence, sublicense, distribute or otherwise make the Service available to any third party, or use it as a service bureau — that is, to process data on behalf of anyone other than your own business;
• (d) circumvent or attempt to circumvent any technical limit, access control, rate limit, authentication step or security measure in the Service, or probe or scan it for vulnerabilities without our prior written permission;
• (e) use the Service outside the Permitted Territory (section 4);
• (f) use the Service, or data obtained through it, for competitive analysis or benchmarking against Intuit, QuickBooks Online, or any Intuit product or service;
• (g) use the Service as a general archiving or backup service for QuickBooks Online data, or to aggregate, collect or distribute QuickBooks Online data on a wholesale basis;
• (h) scrape, crawl, data-mine, harvest or index the Service, or use any automated means to access it other than the interfaces we provide;
• (i) remove, obscure or alter any proprietary notice, trademark or attribution in the Service;
• (j) upload or process content that is unlawful, infringing, or that you do not have the right to process; or
• (k) use the Service to break the law, to infringe anyone's rights, or in any way that would put us in breach of our own agreement with Intuit.

7.2 Restrictions (f) and (g) exist because we are required to pass them on to you under Intuit's Developer Terms of Service. Breaking them can cost us our access to the QuickBooks Online platform, and therefore your access to the Service.

7.3 Breach of this section is a material breach and may result in immediate suspension or termination under section 18.

8. Ownership

8.1 We own the software. OberBuilt Inc. and its licensors own the Service, the software, its design, its interfaces and all intellectual property rights in them. This agreement licences the Service to you; it does not sell it to you, and no ownership passes to you.

8.2 You own your data. As between you and us, you own your Customer Data, including everything in your Connected Company. We claim no ownership of it.

8.3 You grant us only the limited licence to host, store, process, transmit and display your Customer Data that is necessary for us to operate the Service and provide it to you, to comply with the law, and, under a legal hold (section 16.6), to keep it and use it only for the claim, proceeding or requirement the hold is for. We do not take a licence to modify your data for our own purposes, to create derivative works from it, or to use it for anything other than delivering the Service to you.

8.4 We do not use your data for anything else. We do not sell it, we do not make it available to third parties for purposes unrelated to your own use of the Service, we do not share one customer's data with another customer, and we do not use it to train artificial-intelligence or machine-learning models.

8.5 Feedback. If you send us suggestions, ideas or feature requests, we may use them freely to improve the Service, without obligation or payment to you. You keep any rights you already had; you are simply not charging us for the suggestion.

8.6 Open-source software. The Service is built with open-source components, which are licensed under their own terms rather than under section 6. The open-source packages whose code the Service sends to your browser are listed, with their copyright and licence notices, at https://obinv.oberbuilt.ca/third-party-notices.txt. A list of the open-source components that run only on our own servers is available from support@oberbuilt.ca. Nothing in this agreement takes away rights those licences give you in the components themselves.

9. QuickBooks Online is the system of record

9.1 This section describes how the Service actually works, and it governs who is responsible for what.

9.2 We do not maintain an independent inventory ledger. OberBuilt Inventory reads from your QuickBooks Online company and writes transactions into it. QuickBooks Online is the single source of truth for your inventory and your accounting records. We do not run a parallel set of books alongside yours, and we do not hold an authoritative copy of your inventory state.

9.3 The Service changes your accounting records. When you run a build or an un-build, the Service creates and modifies bills and inventory adjustments inside your Connected Company, and — on your first build — creates the supplier record described in section 6.3. Those transactions affect your inventory quantities, your inventory valuation and your cost of goods sold. They are real entries in your real books. Because QuickBooks Online values inventory first in, first out, adding, changing or removing one of those transactions can also change the cost QuickBooks Online records for other transactions of the same items dated after it — for example, an un-build can change the cost of a later sale or adjustment. The Service refuses an un-build where it can see that this would happen, but it cannot see every case, so check the Inventory Valuation Detail report in QuickBooks Online after an un-build.

An un-build can also lead the Service to re-send another build's bill. When two builds are dated the same day and use the same component, QuickBooks Online can revalue the component on one build's bill because of the other, and un-building the other build may not by itself undo that. So after an un-build — of all of a build or of part of it — the Service may re-send, unchanged, the bill it posted for each other build that still stands, is dated the same day as the build you un-build and used one of the same components, to have QuickBooks Online recalculate that bill's cost; how it recalculates is up to QuickBooks Online (section 9.8). The bill keeps the same items, quantities, prices, amounts, date and bill number, though QuickBooks Online replaces its lines with identical new ones, and the Service sends it once for each un-build that leads to it. QuickBooks Online can show the re-send in the bill's history as an edit, and the recalculation can change the cost it records for the items on that bill and, as above, for later transactions of the same items, even where that day falls in a period you have already closed. The Service re-sends only bills it posted itself for your builds. It does not tell you which bills it re-sent, or that a re-send failed or was not made; if one failed or was not made, the un-build still stands and that bill can keep a cost QuickBooks Online has not recalculated. So after any un-build, check that report for the day of the un-build as well as for later dates.

9.4 The Service can delete a transaction it created. The Service permanently deletes a bill it posted into your Connected Company in two situations:

• When you un-build all of what remains of a build. The bill the Service posted for that build is deleted, which takes the finished goods back out of your inventory and returns the components the build used. The Service tells you this before you confirm the un-build. When you un-build only part of a build, the Service does not delete the bill: it changes it to the quantity that stays built, at the build's original cost.
• When a build or un-build fails part-way through, after the Service has already posted a bill. The Service deletes that bill so your books are not left with half a build. Where it had already posted inventory adjustments as part of the same failed operation, it reverses those by posting equal-and-opposite adjustments rather than deleting them. This happens automatically, at the time of the failure, and we do not ask you first, because leaving the entry would be worse.

Either way, this is a permanent deletion in QuickBooks Online, not a void — the entry does not appear as a voided transaction, and its document number is released. We do it this way deliberately: a voided bill would leave a corrupted FIFO cost layer behind in QuickBooks Online, which is worse than removing the entry. The Service deletes only records it created itself. If your accounting process depends on an unbroken document-number sequence, or on voided entries remaining visible, you need to know this before you rely on the Service, and you should reconcile in QuickBooks Online after any un-build, and after any build or un-build that reports a failure.

9.5 You remain responsible for your own accounting records. You are responsible for:

• reviewing every transaction the Service creates, modifies or deletes in your Connected Company before you rely on it;
• reconciling to QuickBooks Online, which is the system of record;
• the accuracy, completeness and lawfulness of your own books, financial statements, inventory valuation and tax filings; and
• correcting anything that is wrong, whether the Service caused it or not.

9.6 We do not provide professional advice. OberBuilt is not an accounting firm, a bookkeeping firm, an audit firm, a tax adviser or a financial adviser. Nothing the Service produces is accounting, tax, audit, legal or financial advice. Have a qualified professional review your books and your filings. Decisions about how to account for something are yours to make and yours to defend.

9.7 We are not responsible for accounting positions you take. We are not liable for any accounting, bookkeeping, valuation or tax position you adopt, whether or not it was informed by output from the Service. That includes, without limitation, penalties, interest, fines, reassessments, audit costs, professional fees, and the cost of restating financial statements.

9.8 We do not control QuickBooks Online. Intuit's platform, its API, its availability, its valuation logic and its behaviour are outside our control. Changes, outages, deprecations, rate limits or errors on Intuit's side are not a breach of this agreement by us.

10. Backups and your own records

10.1 We make no data-durability promise, and you should not treat the Service as a backup.

10.2 Backups exist for our operational continuity — our ability to recover from a failure and keep running — and for nothing else. They are encrypted, they sit on hardware we own at the same premises as the Service, and there is no third-party storage provider and no offsite copy. They exist for us: they are not a customer-facing service, they are not a guarantee that your data can be recovered, and you have no contractual right to a restore from them. We may change how we take them, or stop taking them, at any time and without telling you. Section 10.1 applies with full force either way, and section 16.5 states how long a backup copy can live.

10.3 Your QuickBooks Online company holds the authoritative copy of your accounting and inventory data. You are responsible for maintaining your own records, and for your own backup and record-retention arrangements. If you need a copy of what is in the Service, use the CSV export described in section 16.4 — which stays available to you even after you cancel.

10.4 Section 7.1(g) also applies: the Service must not be used as a backup or archiving service for QuickBooks Online data.

11. Free trial

11.1 New customers may start a 14-day free trial, once per Connected Company. That still holds after the company's data has been deleted, for as long as we keep the record in section 16.6 that it has had its trial: a Connected Company that comes back within 3 years after its data was purged, or erased at its request, starts without a trial and can use the Service's features only once it starts a paid Subscription. If it does not start one, section 16.2 says how long we keep its data. An introductory discount is likewise once per Connected Company: for as long as we keep that record, the invoices it already covered count against any introductory discount the company is offered when it comes back.

11.2 We do not ask for a credit card to start the trial. No payment method is captured at signup and nothing is charged during the trial.

11.3 How the trial becomes a paid Subscription. We create your trial as a subscription that is in a trial period, so nothing is charged and no card is held. If you add a payment method at any time during the trial, your Subscription begins automatically at the end of the trial and your payment method is charged then — you do not have to do anything else, and there is no further confirmation step. The date of that first charge is shown on your billing page from the moment you add it. If you never add a payment method, nothing is ever charged: on the trial end date your trial subscription is closed, no invoice is raised, nothing can be charged on it later, and access to the Service's features stops (section 11.6). If you add a payment method and then change your mind, cancel before the trial end date under section 14 and you will not be charged. Disconnecting during the trial is covered in section 5.5: with no payment method on file your trial is simply set to end, and with one you choose whether to stop or keep your Subscription.

11.4 The price you would pay, the currency, and the billing frequency are shown to you before the trial and again before you are asked for payment details, and are set out in the Pricing Disclosure. You can decide not to continue at any point during the trial, and you will owe nothing.

11.5 Your trial end date is shown in the Service on your billing page from the moment you connect, together with what will happen on that date. We also send a notice to the email address on your account three days before your free trial ends, telling you what will happen on that date, unless your trial is already set to end or your Connected Company is disconnected. In those cases, the email we sent when that happened, or the reminder before your first charge (section 13.2), already gives you the date. If your trial is shortened so that less than three days of it are left, we send that notice as soon as we learn of the change instead, and it gives the date your trial now ends. That notice is also not sent if, by the time it would go out, your trial has already ended. If your trial ends without a payment method on file, we also email you that day to say it has ended, the date your data will be deleted (section 16.2), how to export it, and how to start a Subscription — unless messages to your address are coming back undeliverable (section 29.1). If we first learn that your trial has ended while your Connected Company is being disconnected, that email may not say how to start a Subscription. If we give your Connected Company free access to the Service while it is on its trial, we end the trial on the day we do so, so that your Subscription continues from that day at no charge; the trial notices in this section, including the notices about your first charge below, are then not sent.

Unsubscribing from the trial notices. Because the notice three days before, when no payment method is on file, and this one invite you to start paying, we treat them as commercial electronic messages, and each carries an unsubscribe mechanism unless it is a plain version without that invitation: email support@oberbuilt.ca with "unsubscribe" in the subject line, and we act on every such request within ten business days. It is not a one-click link; that is the mechanism we have built. We keep a record of each request — the email address it applies to, the messages it covers, the date you asked, the date we recorded it and the date the record expires, and, until your data is deleted, the Connected Company it came from, if any — for 3 years from the date we recorded it, even if your data is deleted in the meantime, and we check it before sending either notice, so the request still holds if you come back within that time. One request stops the notice three days before your trial ends when no payment method is on file, and any other commercial message we might send; it does not stop the notices about your first charge described below. It does not stop the notice on the day a trial ends without a payment method: if you have unsubscribed, that notice still goes out, but only as a plain statement that your trial has ended, the date your data will be deleted and how to export it, with no invitation to start paying. Nor does it stop the account and service emails described in section 14 of the Privacy Policy, and the trial end date is shown in the Service either way — so please still note the date.

If a payment method is on file, we also tell you about the first charge before it is made. When you add a payment method during your trial, we email you a confirmation that your Subscription will begin when the trial ends unless you cancel, with the price, how often you will be billed, the date of the first charge and how to cancel. At least seven days before that first charge, we email you its amount and date, with a link to cancel online; if you add the payment method with less time left than that, the confirmation takes its place. The three-day notice above then also gives the price, how often you will be billed and how to cancel. If your Subscription starts with an introductory discount, we also email you at least seven days before the first invoice at the full price, with the new amount and its date. None of these is sent if your Subscription is already set to end, if there is no email address on your account, or while messages to that address are coming back undeliverable (section 29.1), and a charge is not held back because a notice was not sent. They state facts about a Subscription you already have, so they carry no unsubscribe mechanism, and an unsubscribe request does not stop them.

11.6 When the trial ends without a Subscription, access to the Service's features stops — but CSV export of your items, bills of materials and builds keeps working (section 16.4), and the retention and deletion timetable in section 16 applies.

12. Fees, currency and taxes

12.1 The price is not printed here, because it can change. The exact amount, the currency and how often you are billed are shown to you in the Pricing Disclosure before you enter payment details, and again on our checkout page when you start a Subscription there. Prices do not include sales tax: if tax applies to your billing address, it is added to every invoice (section 12.3 sets out an exception), and when you start a Subscription on our checkout page, the full total, tax included, is also shown there before you confirm (section 12.3). What is printed in this document never overrides what you were shown when you agreed to pay.

12.2 Your currency is stated in the Pricing Disclosure, and again on our checkout page when you start a Subscription there. We bill Canadian customers in Canadian dollars and United States customers in United States dollars.

12.3 Taxes. Applicable sales taxes are added to each invoice and appear on it; when you start a Subscription on our checkout page, they are also shown to you there before you confirm. They are calculated from the address on your customer record at Stripe. To begin with, that is the address recorded on your QuickBooks Online company, which we give Stripe, and you can change it in the Stripe Customer Portal. An address you enter at checkout replaces it only if the one on file is not enough for Stripe to calculate tax. If Stripe cannot calculate tax when your Subscription or trial is created — usually because the address on file is not enough for it — your Subscription is billed without tax until tax is turned on for it; from then on, tax is added to each new invoice, including one whose amount we had already emailed you without tax. An invoice already issued is not changed. You are responsible for any taxes that are your own responsibility to self-assess or remit under the law that applies to you.

12.4 Payment processing. Payments are handled by Stripe. Your card details go directly to Stripe; we never receive or store your full card number. Your use of Stripe's payment pages is also subject to Stripe's own terms. Receipts for payments and refunds, the credit note for any refund we give you, and requests to confirm a payment with your bank (with reminders until it is confirmed or the request lapses) are emailed to you by Stripe, not by us, and Stripe may also email you before a card on file expires; section 14 of the Privacy Policy says which Stripe emails are switched on. They go to the email address on your customer record at Stripe, which is the email address on your account: whenever a change to that address takes effect in the Service (section 29.1), including clearing it, we give the change to Stripe, and Stripe's emails follow it. The address cannot be changed in the Stripe Customer Portal. If there is no email address on your account, Stripe sends none of these emails. The credit note that reduces an unpaid invoice under section 12.6 is not emailed; the email we send when your Subscription ends gives the amount still owed instead, and the Service shows it too. If we have not yet been able to reduce the invoice when that email goes out, the email says so and, where we can read it, gives the amount due on the invoice that day; a later email from us gives the reduced amount. Stripe does not email the invoices themselves, because your Subscription is charged automatically. While you still have an account with us, every invoice can be viewed and downloaded in the Stripe Customer Portal; once your account is gone, because you erased your data or the retention period ended, ask us at support@oberbuilt.ca and we will send you copies (section 16.6).

12.5 Failed payments. If a payment fails, we will email you, and Stripe will retry according to its normal schedule. If you change your payment method while your Subscription is past due, we ask Stripe to charge the overdue invoice to the new payment method straight away, without waiting for its next attempt. If your bank asks you to confirm a payment — the charge we make when you change your payment method, or one of Stripe's own attempts — the payment is made only once you confirm it (section 12.4), and Stripe may make no further attempt of its own on that invoice in the meantime. If the charge we made when you changed your payment method is still waiting for your confirmation when Stripe's next attempt was due, your Subscription can end for non-payment then, without waiting for Stripe's last retry. Whatever the reason, once 14 days have passed since the payment first failed and Stripe has no attempt left on the invoice, your Subscription can end for non-payment. Until the payment is made, the invoice stays unpaid, and the rest of this section and section 12.6 apply. Our email gives the date of the next attempt when Stripe has scheduled one, and links to Stripe's page for paying that invoice, which works without signing in. Where messages to the address on your account are coming back undeliverable, that email is not sent — see section 29.1. While your Subscription is past due the Service says so on every page in any event, whether or not the email reached you. If the payment is still unpaid 14 days after it first failed, access to the Service's features stops until it is paid; CSV export (section 16.4) keeps working. If Stripe's last retry fails — whether before or after that point — your Subscription ends, access stops then if it has not already, and section 12.6 sets out what you then owe. We may also suspend or terminate your Subscription under section 18.

12.6 If your Subscription ends for non-payment, or is stopped while a payment is overdue. This section applies when your Subscription ends for non-payment under section 12.5. It applies in the same way when your Subscription ends at once because a payment was overdue when it was stopped in one of these ways: when you disconnect inside the Service, when your Connected Company is disconnected from Intuit's side, or when we refuse a reconnection (sections 5.5 and 16.7).

• You owe only for the time you had access. We reduce each invoice left unpaid by a credit note for the part of its billing period after your access stopped — 14 days after the payment first failed (section 12.5), or when your Subscription ended, whichever came first. We work that out from the invoice's own amounts and dates, never from our current price, so a price change in between neither raises nor lowers it: the reduction is in proportion to the time, and we round it up to the cent, in your favour. The tax on the invoice is reduced in step with it. If what is left would be less than the smallest amount our payment provider can charge, we reduce it to zero. What is left is what you owe.
• Paying it does not restore access. Once your Subscription has ended, paying that amount settles it, but it does not restart your Subscription or give you access again. If you pay before your Subscription ends, your Subscription simply continues.
• Pay it before you start again. Until your data is deleted under section 16.2, or you ask us to erase it under section 16.3, you cannot start a new Subscription until every invoice left unpaid by an earlier one has been paid. If you try, the Service shows you what is owed and where to pay it.
• After your data is deleted, or you ask us to erase it, we write it off. Once your data has been deleted at the end of the retention period in section 16.2, or once you have asked us to erase it under section 16.3 — even if a legal hold then keeps it (section 16.6) — we stop asking for any amount still unpaid from that Subscription, and it does not stand in the way of a new one. We keep no record of the debt for collecting it; our copy of the invoice stays only among the tax records in section 16.6.

13. Automatic renewal — what you are agreeing to

13.1 This section sets out the automatic renewal terms of your Subscription. It is written so that all of it is in one place.

13.2 Your Subscription continues until you cancel it. It is a continuous, automatically renewing subscription. At the end of each billing period it renews automatically for another period of the same length, and your payment method is charged again, without any further action by you, until you cancel — or until it is set to end because your Connected Company was disconnected (section 5.5). Disconnecting does not stop the charges if you chose to keep your Subscription. While your Connected Company is disconnected and your Subscription continues, we email you a reminder before each renewal charge, once the charge is no more than 7 days away, or 30 days away if your Subscription is billed yearly. The reminder states the amount, the date, and how to cancel without reconnecting. It goes to the email address on your account. It is not sent if messages to that address are coming back undeliverable (section 29.1), or if we cannot confirm the amount with our payment provider before the charge, and a renewal is not held back because a reminder was not sent.

13.3 There is no minimum term and no minimum purchase obligation. You are not locked into a fixed number of periods, and there is no minimum quantity or spend.

13.4 What you are charged. Each renewal charges the then-current price for your Subscription, in the currency shown in the Pricing Disclosure, plus applicable taxes (section 12.3). We set out the amount, the currency, the billing frequency and the fact that the charge recurs on the page where you start the payment process, before you are sent to our payment provider to enter your card. Nothing is pre-ticked, and nothing about the recurring charge is hidden behind a link. Your agreement to these terms, including this section 13, is given by the box you tick when you connect a QuickBooks Online company, or when you start a new subscription after these terms have changed — see section 1.2. That box starts unticked, sits below a summary of the key terms that you must scroll to the end of where it is longer than the space it is shown in, and we keep a dated record of the version you accepted. When you start a Subscription on our checkout page — for example after an earlier one has ended — our payment provider also asks you there to tick a box agreeing to these terms before you pay.

13.5 How the price may change. We may change the price of the Service. A price change never applies to a period you have already paid for: it takes effect for you from a renewal, the one named in our notice to you. We will tell you 25 to 30 days before it takes effect for you — by email, and in the Service until then; in the Service only if we have no working email address for you. If you do not want the new price, cancel before that renewal under section 14; cancelling is the way to decline a price change.

13.6 Written acknowledgment. When your trial subscription is created — and again each time a new Subscription is created for you after a break — we send the email address on your account a message setting out the automatic renewal terms, the cancellation policy and how to cancel, in a form you can keep, together with a copy of this agreement. If there is no email address on your account, or messages to it are coming back undeliverable, we cannot send it; and if it cannot be delivered, we do not send it again. You can ask us for a copy at any time at support@oberbuilt.ca.

13.7 Cancellation policy in brief. You can cancel at any time, yourself, online, with no requirement to call anyone, email anyone, or speak to anyone — including while your Connected Company is disconnected (section 5.6). Cancelling stops future renewals; it does not refund the period you are in. Full detail is in section 14.

13.8 A yearly reminder. Once a year, we email the address on your account a reminder that your Subscription renews automatically at the end of each billing period until you cancel it, and how to cancel. It goes out between 25 and 40 days before the renewal that would carry your Subscription past each further twelve continuous months, counted from the day it began, including any free trial it began with. It is sent to every paying customer, whatever their location. It is not sent if your Subscription is already set to end. If messages to your address are coming back undeliverable (section 29.1), we still attempt it once, and if there is no email address on your account we show it in the Service instead and keep a record that we did; a renewal is not held back because a reminder did not arrive.

14. How to cancel

14.1 You can cancel at any time, and you can do it yourself. Cancellation is self-serve through the Stripe Customer Portal, which you reach from the billing section of your settings, with no one to contact and nothing to wait for. If your Connected Company is disconnected, you reach the same billing section by signing in by email (section 5.6), without reconnecting. Choosing Stop my subscription when you disconnect inside the Service (section 5.5) also cancels.

14.2 There is no retention wall. You do not have to telephone us, email us, submit a support ticket, complete a survey, speak to a representative, or wait for anyone to reply. We do not show you a retention offer, a discount, or an "are you sure" survey on the way out. The only steps between signing in and cancelling are opening your billing settings and confirming the cancellation in the payment portal. While your Connected Company is disconnected, signing in means asking for a sign-in code on our sign-in page and typing it into that page (section 5.6). The questions we ask about your Subscription when you disconnect (section 5.5), and when you reconnect after a disconnection set it to end, are not retention offers: each option is shown with the same weight and states what it does, nothing is pre-selected, and nothing is offered to make you stay. When you disconnect, Stop my subscription is listed first. When you reconnect, closing the question without answering leaves your Subscription set to end.

14.3 What cancellation does. Cancelling stops future charges. Your Subscription continues to the end of the period you have already paid for, or of your free trial if you are still on it, and then ends; while your Connected Company is connected, you can use the Service's features until then. If a payment is overdue when you cancel in the Stripe Customer Portal, Stripe can still collect it until your Subscription ends, and section 12.5 still applies: your Subscription can end sooner, for non-payment, and section 12.6 then sets out what you owe. If a payment is overdue when you choose Stop my subscription (section 5.5), your Subscription ends at once instead, your payment method is not charged again, and section 12.6 sets out what you then owe. Cancelling does not automatically disconnect the Service from your QuickBooks Online company; to stop us accessing your data immediately, disconnect as described in section 5.5. The reverse is not true: disconnecting can end your Subscription, as section 5.5 explains.

14.4 After cancellation, CSV export of your items, bills of materials and builds keeps working (section 16.4), and the retention timetable in section 16 applies.

14.5 You can also close your account entirely and have your data erased immediately — see section 16.3.

15. Refunds

15.1 We do not give refunds, including for partial billing periods, for periods you did not use, or for a Subscription you forgot to cancel — except where a refund is required by law, where we discontinue the Service part-way through a period you have paid for (section 18.3), where we end your Subscription because of an intellectual-property claim (section 25.3), and where you end your Subscription because of a change made under section 27.5. Section 12.6 is not a refund and this section does not limit it: it reduces an invoice you have not paid to the time you had access, and no money you paid comes back.

15.2 Where the law that applies to you gives you a right to cancel, to a cooling-off period, or to a refund, that right applies and this section does not take it away. If you think you have such a right, write to support@oberbuilt.ca and tell us; we will look at it properly.

15.3 Because nothing is charged during the trial (section 11.2), there is nothing to refund if you decide during the trial not to continue. If you added a payment method, cancel before the trial end date (section 11.3).

16. Your data: export, retention and deletion

16.1 The numbers in this section are the same numbers, to the day, as those in our Privacy Policy. If you ever find a discrepancy between the two documents, tell us and we will fix it.

16.2 Retention after your Subscription ends. We keep your data for 90 days after your Subscription or free trial ends, and then we purge it, apart from what sections 16.5 and 16.6 say we keep. In this section 16, "your data" means the copy of your Customer Data held on our systems; your Connected Company itself lives with Intuit and is untouched by anything in this section — see section 16.8. The 90 days run from the day your Subscription or trial actually ends, not from the day you cancel or disconnect, which only sets that day. A Connected Company that connects without a trial (section 11.1) and does not start a Subscription is treated as if its trial had ended on the day it connected: the 90 days run from that day, and the first of the emails below goes out that day. Nothing is purged while your Subscription continues — including while your Connected Company is disconnected, if you chose to keep your Subscription (section 5.5). The 90-day window exists so that a cancellation by mistake, or a short break, is recoverable. We email you the purge date on the day your Subscription or trial ends, a reminder about 30 days before that date, and a final warning about a week before it, provided we still have an email address for you. The first of these also tells you that we will warn you again before that date. If we only learn later that your Subscription or trial has ended, the first of these goes out on the day we learn it. There is no separate reminder if, when the first of these goes out, the purge date is about 30 days away or less. For a trial that ends without a payment method, the first of these is the notice in section 11.5, which goes out even if you have unsubscribed, without its invitation to start paying. The first two are not sent while messages to your address are coming back undeliverable (section 29.1). We send the final warning even when messages to your address have been coming back undeliverable: it is one of only two messages we still attempt against an address we have otherwise stopped writing to — the other is the yearly reminder in section 13.8 — and it gets one attempt. Because it may not arrive, the same warning, with the date, is also shown in the Service — including to a Connected Company that has disconnected, once it signs in by email (section 5.6) — which it can do only while our messages to its address are getting through; otherwise, by reconnecting. Where we have an email address for you, we do not purge before the final warning has been sent: if it has not gone out in time, we move the purge date later, and the purge follows about a week after the warning. If we only learn late that your Subscription has ended, the purge date is set no earlier than about a week from the day we learn it, whether or not we have an email address for you. Before purging we also check with Stripe, and we do not purge while Stripe still shows a subscription for you that could be charged. If, contrary to section 4, a company in the European Economic Area has connected to the Service, we apply a 30-day window instead of 90 days. The rules above can move that date later by about a week, so that the final warning reaches you first; you can have the data erased at once at any time under section 16.3. Section 16.10 describes the case in which we may erase data at once without being asked.

16.3 Immediate erasure. You can erase your data at any time, without waiting for the 90 days, from the billing section of the Service's settings, or from the screen shown instead of the Service when your access is blocked (for example, after your trial or Subscription has ended) — or, while your Connected Company is disconnected, from the page you reach by signing in by email (section 5.6) — you do not have to wait for your trial or Subscription to end, and you do not have to ask us. The control asks you to type DELETE to confirm, because what follows cannot be undone. If you would rather we did it for you, email support@oberbuilt.ca. Either way, we write a durable audit record of the request before anything is destroyed, tell Stripe to stop your Subscription so that you are not charged again, erase your data from our own systems — apart from the records listed in section 16.6 and what section 16.5 says erasure does not reach, and subject to a legal hold under section 16.6 — and email you a confirmation, if we have a working email address for you. Your Subscription runs to the end of your existing billing period; if a payment is overdue, it ends at once rather than at the end of the period, and your payment method is not charged again. Because you asked us to erase your data, we then stop asking for any amount still unpaid from that Subscription, and it does not stand in the way of a new one (section 12.6). Your customer record at Stripe — email address, billing name, address, any tax registration number and saved payment method — is not deleted at the same moment. It is deleted automatically at the end of the retention period in section 16.2 — or, if you erase while your Subscription or trial is still running and not yet set to end, 90 days after you erase (30 days for a company in the European Economic Area). The invoices and payments already issued are separate records and are not deleted: Stripe must keep transaction records to satisfy its own tax, accounting and anti-money-laundering obligations, each invoice keeps the billing details it was issued with (name, email address and address, and any telephone number or tax registration number), and Stripe offers no way to erase an issued invoice. We must also keep our own copies of those invoices for six years after the end of the tax year they relate to, under Canadian tax law. If you erase your data yourself before the retention period is up, we write the instruction to delete the customer record at the moment you erase, and that instruction is built to outlive the erasure of everything else so that the deletion still happens on the original date. The instruction holds the Stripe reference and that date and nothing else — not your name, not your address, not your invoices. Ask us at any point and we will confirm when the customer record is gone.

16.4 CSV export survives cancellation, trial-end and disconnection. Export of your items, bills of materials and builds as CSV files is not cut off when your trial ends or your Subscription is cancelled. You can get your data out without an active Subscription, for as long as we still hold it under section 16.2. The same is true after you disconnect: disconnecting under section 5.5 signs you out, but you can sign in by email (section 5.6) and export without reconnecting, or reconnect. If there is no working email address on your account, reconnecting is the only way back in, so export first.

16.5 Backups — the precise position. Subject to a legal hold under section 16.6, your data is erased from our live production systems immediately on request, at the end of the retention period or under section 16.10, apart from a removed copy that our job queue's saved files on the machine that runs the Service can hold until they are next compacted (section 8 of the Privacy Policy), and the copies that section 15 of the Privacy Policy says go a little later — background work, notices of changes from QuickBooks Online, short-lived copies that make the Service faster, messages from Stripe, and emails on their way or that failed — each as section 15 or section 8 of the Privacy Policy describes. Any backup copy is encrypted, sits on hardware we own at the same premises as the Service, and involves no third-party storage provider and no offsite copy. Backups are kept for at most 35 days before they age out and are overwritten, so a copy of erased data can linger in a backup for up to 35 days after it is erased from our live systems — and never longer. Erased data is never restored to live systems, even if a restore happens for an unrelated reason: before a restored copy goes live, we erase from it again everything erased after its backup was taken, and a restore never drops a legal hold (section 16.6). We state 35 days as a ceiling rather than a promise that a backup holding your data exists at any given moment: the commitment is the limit, and we will not tell you that erasure is instantaneous and irreversible everywhere, because inside that window it would not be. Erasure does not reach our operational logs, error reports and records of the commands we run on our server, our correspondence with you, or the alerts we send ourselves about your account; they follow their own schedules, set out in sections 8 and 15 of the Privacy Policy, unless a legal hold applies (section 16.6).

16.6 Records we must keep. We keep our copies of invoices and credit notes for six years after the end of the tax year they relate to, as Canadian tax law requires (longer while a tax objection or appeal about that year is open), and then delete them. We keep the audit record that an erasure was requested — its date and the technical details identifying the request — for as long as we operate the Service, so that we can always show we acted on it; it does not contain your business data. We keep a record of each time you accept this agreement — the version, when you accepted it, how, the identifier of your Connected Company and a keyed hash of the network address the acceptance was recorded from — for 7 years from when the record was made, even if your data is deleted first, because it is our evidence of what we agreed; while you still have an account with us, we keep the most recent one even if it is older than that. We keep our records of any discount, special price, credit or refund we gave you by hand — the identifier of your Connected Company, what was given and the amount, our payment provider's references, who gave it and why, when, and, for a discount, special price or credit, when it was withdrawn or ended — until 7 years after it ends, even if your data is deleted first, and then delete them. A discount or special price ends when we withdraw it, when its term runs out or when your account with us is deleted; a credit ends when it is given; a refund, when it is made. Where you erased your data before the retention period in section 16.2 had run out, we also keep the instruction to delete your Stripe customer record until that deletion has happened, and no longer; it holds the Stripe reference and the due date and nothing else. When your data is deleted at the end of the retention period, we keep a record of that deletion — a unique identifier, the identifier of your Connected Company and the date and time of the deletion — for 40 days after it, only so that we can erase your data again if we ever restore a backup (section 16.5); a daily check deletes it, so it lasts at most 41 days. We also keep, by our own choice rather than because the law requires it, a record that your Connected Company has had its free trial — the identifier of its QuickBooks Online company, the date its trial started, the date we recorded it, the date its data was deleted, the date the record expires, and how many of its invoices an introductory discount applied to — so that it cannot start a second trial (section 11.1), and so that the invoices its introductory discount has already covered still count against any introductory discount we offer when it comes back. That record is kept for 3 years after the rest of your data is deleted, whether the deletion came at the end of the retention period or because you asked us to erase it, and is then deleted; it does not contain your business data. If you have asked us to stop sending you commercial messages (section 11.5), we keep the record of that request for 3 years from the date we recorded it, even if your data is deleted first. Once your data is deleted, the record holds the email address it applies to, the messages it covers, the date you asked, the date we recorded it and the date the record expires, and no identifier of your Connected Company.

Legal hold. The deletion of your data under sections 16.2 and 16.3 gives way in one case. If a legal claim or proceeding involving your account has been started or threatened, or we reasonably expect one — including one between you and us — or the law, a court or a regulator requires us to preserve information, we may put that deletion on hold — and with it the deletion of your customer record at Stripe under section 16.3 — even if you have asked us to erase your data or the retention period has ended, and we may keep the parts of what the last sentence of section 16.5 lists that relate to it for longer than their usual periods. We keep what is held only until the claim or proceeding is over, including any appeal, or the requirement ends; we use it only for that claim, proceeding or requirement; and we then delete it on the timetable in this section 16 — or, if that date has passed and you did not ask us to erase your data, after the final warning described in section 16.2. Where you did not ask us to erase your data and the hold ends too late for the reminder about 30 days before the deletion date, we do not send that reminder, but the final warning still goes out. While a hold applies, any date we have given you for deleting your data no longer applies; we delete it only once the hold ends. If you ask us to erase your data while a hold applies, we still do everything else an erasure does — we stop your Subscription so that you are not charged again, stop asking for any amount still unpaid from it, end our access to your Connected Company and sign everyone out — and our confirmation tells you that we are keeping your data because of a legal requirement. Despite sections 16.4 and 16.9, from then on you cannot sign in, export your data or use the Service with that company while the hold lasts; you can still ask us for the personal information we hold about you (section 18 of the Privacy Policy). A backup copy of data kept under a hold still lasts at most 35 days after the data is finally deleted from our live systems (section 16.5).

16.7 On disconnection or revocation of your authorisation, we immediately stop accessing your QuickBooks Online company and immediately stop syncing, using or acting on your QuickBooks Online data. The copy already in our systems is not used for anything after that: it is held, dormant, under this section 16 — so that you can still export it, and so that a disconnection by mistake is recoverable — and it is purged on the timetable in section 16.2, or immediately at your request under section 16.3, or as section 16.10 describes. If you chose to keep your Subscription, the copy is held for as long as the Subscription continues, and the timetable in section 16.2 starts only when it ends. Our stored copy of your authorisation credentials stays in our database, encrypted and unused, until that purge.

The same applies when we refuse a reconnection. If a Connected Company we already hold credentials for reconnects, or someone signs in with QuickBooks Online for it, and the territory check in section 4.2 refuses it, and we can confirm that the company reconnecting is the one we already hold, we ask Intuit to revoke our authorisation, we mark the connection disconnected, and we sign out every session for it. We then stop your Subscription from renewing, as for a disconnection from Intuit's side (section 5.5), and email you to say so. While the company is still recorded outside the Permitted Territory, reconnecting will be refused again; and until the check in section 4.2 admits the company on a new connection, you cannot keep your Subscription, because the Service cannot be used there. If the address in QuickBooks Online was wrong, correct it there and connect again: once the check in section 4.2 admits the company, you can choose to keep your Subscription, as long as it has not yet ended (section 5.5). You can still sign in by email (section 5.6) to see your billing, export your data or erase it, for as long as we hold it. If we cannot confirm that, we only refuse the new connection and ask Intuit to revoke the authorisation it just gave us: we do not disconnect your Connected Company, sign anyone out or change your Subscription, because we cannot yet tell whether the refused company is the one we hold. If that also ends our access to your Connected Company, we treat it as a disconnection from Intuit's side (section 5.5) when we next try to use it. When we disconnect your Connected Company this way, the credentials we already held stay in our database, encrypted, revoked and unusable, and are deleted on the normal retention schedule in section 16.2 — not at that moment. We are not going to claim they are deleted the instant we refuse you, because they are not; they are made useless first and removed on the timetable in section 16.2. A Connected Company connecting for the first time is unaffected: the refusal happens before any credentials are stored, so there is nothing to hold and nothing to delete.

16.8 Your QuickBooks Online company is not covered by this section. Transactions the Service has successfully written into your Connected Company are your records and remain in your QuickBooks Online company, as does the supplier record described in section 6.3. Deleting your OberBuilt Inventory data does not remove them, and we cannot remove them for you after your authorisation ends. They stay there unless you remove them yourself in QuickBooks Online, or run an un-build in the Service, which deletes or changes the bill the Service posted for that build (section 9.4) and can re-send, unchanged, the bill of another build dated the same day (section 9.3); the only other time the Service removes one is the failed-build clean-up described in section 9.4, which happens at the time of the failure and not afterwards.

16.9 Licence to export. Although your licence under section 6 ends when your Subscription or trial ends or this agreement terminates, we grant you a limited licence to sign in — including by email under section 5.6 — and use the CSV export described in section 16.4, for as long as we still hold your data. Sections 7, 22, 23 and 24 apply to that use.

16.10 A company connected without authority. Our records identify each Connected Company by the identifier QuickBooks Online gives it. If someone connects the Service in a way that records one QuickBooks Online company under the identifier of a different company that is not theirs, and the owner of that other company shows us, from inside QuickBooks Online, that it is theirs, we may erase the account that connection opened, and everything recorded under it, at once. We first end any Subscription or trial on that account. The erasure does not wait for the 90 days in section 16.2, or for the emails and the final warning described there, and the CSV export in section 16.4 ends with it. Otherwise it is carried out like an erasure under section 16.3: we keep the records listed in section 16.6, except the record that the company has had its free trial, which we do not keep for that identifier; it does not reach what section 16.5 lists; the Stripe customer record is deleted as section 16.3 describes; and we stop asking for any amount still unpaid from that Subscription. But we send no confirmation email, and we do not erase this way while a legal hold applies (section 16.6). Despite section 18.2, we need not tell you before we do this, and any date we have emailed you for deleting that account's data no longer applies. Nothing in any QuickBooks Online company is changed by it (section 16.8).

17. Acceptable use and your obligations

17.1 You will use the Service lawfully and in accordance with this agreement, and you will not do anything listed in section 7.

17.2 You are responsible for the Customer Data in your Connected Company. You represent that you have the right and a lawful basis to process the personal information in it — including the names of vendors and other individuals — and that you have given whatever notices your own customers, vendors and staff are entitled to. Section 7 of our Privacy Policy explains why this matters.

17.3 You will not interfere with the operation or security of the Service, or with other customers' use of it.

17.4 You will keep your account credentials confidential and tell us promptly if you think they have been compromised.

17.5 Confidentiality. Each of us will keep confidential the other's non-public information obtained under this agreement and use it only for the purposes of this agreement. Your Customer Data is your confidential information; section 8 and our Privacy Policy govern how we handle it. Either of us may disclose the other's confidential information where the law requires it, after telling the other where lawful.

18. Suspension and termination

18.1 You may terminate at any time by cancelling under section 14 and, if you want us to stop processing immediately, disconnecting under section 5.5. Disconnecting inside the Service and choosing Stop my subscription does both.

18.2 We may suspend or terminate your access, on notice where practicable:

• (a) for non-payment, if a payment fails and is not cured after Stripe's retries and our email notice (section 12.5 says when access stops and when your Subscription ends, and section 12.6 what you then owe);
• (b) for breach of this agreement, including any breach of section 7 (restrictions) or section 17 (acceptable use) — immediately, where the breach is material or where continuing to serve you would put us in breach of our own obligations;
• (c) where we are required to by law, or by Intuit, or in order to comply with our agreement with Intuit;
• (d) where necessary to protect the security or integrity of the Service or another customer; or
• (e) if you are located outside the Permitted Territory (section 4.2).

18.3 We may discontinue the Service. We may stop offering the Service. If we decide to, we will give you at least 30 days' notice by email, we will not charge you for any period after it stops, we will refund, pro rata, any part of a period you have already paid for that falls after the date the Service stops, and CSV export (section 16.4) will remain available for at least the notice period so you can take your data with you. If the Service has to stop sooner because of something outside our reasonable control — for example, loss of access to the QuickBooks Online platform — we will give you as much notice as we can and refund any period you have paid for that you cannot use.

18.4 What happens on termination. Your licence under section 6 ends, subject to the export licence in section 16.9. Access to the Service's features ends. Section 16 governs export, retention and deletion.

18.5 Survival. Sections 7 (restrictions), 8 (ownership), 9 (system of record), 10 (backups), 15 (refunds), 16 (data), 17.5 (confidentiality), 20 (privacy), 21 (Intuit), 22 (warranty disclaimer), 23 (limitation of liability), 24 (the OberBuilt Parties), 25 (indemnities), 28 (governing law) and 31 (general), together with any accrued payment obligations (subject to section 12.6), survive termination.

19. Support, and third parties we depend on

19.1 Support. Email support@oberbuilt.ca. We answer as promptly as we reasonably can. Consistent with section 3.2, we do not commit to a response time, with one exception: if you ask for information in another format, or tell us about a barrier to using the Service, we reply within 5 business days, as our accessibility statement says.

19.2 Support access to your data. We look at diagnostic and error data proactively so that we can find and fix problems. We look at the contents of your QuickBooks Online data only when you ask us for help, and only as far as the problem you reported requires. Our Privacy Policy describes this in more detail.

19.3 Third-party dependencies. The Service depends on Intuit (QuickBooks Online and its API), Stripe (payments, and the emails it sends you itself about them) and Web Hosting Canada (our business email, and delivery of the email we send you). Their outages, changes, deprecations, rate limits, errors and decisions are outside our control, and are not a breach of this agreement by us. If Intuit changes or withdraws an API the Service relies on, the Service may change or stop working, and section 18.3 may apply.

19.4 Your relationship with Intuit is governed by your own agreement with Intuit. We are not a party to it.

20. Privacy

20.1 Our Privacy Policy at https://obinv.oberbuilt.ca/legal/privacy describes what personal information we handle, why, who it is shared with, where it is held, and how long we keep it. It is our statement of practice, for which we are accountable under privacy law, rather than a set of contractual terms (section 1.4).

20.2 In summary, and without replacing that document: you are the controller of the data in your Connected Company and we process it on your instructions; we are the controller of your account, billing and support data; we use one service provider to run the Service — Stripe — and a second, Web Hosting Canada, which both hosts the business mailbox that our support correspondence sits in and delivers the email we send you and the alerts we send ourselves about your account, and Intuit is not one of them, because Intuit holds your books under your own agreement with Intuit and we are independent controllers, not each other's processors (section 21); the Service and its error monitoring both run on hardware we own in Winnipeg, Manitoba, and any backup of it stays on that same hardware, encrypted, for at most 35 days (section 16.5); Stripe processes information in the United States, where it may be accessible to United States authorities — including the emails Stripe sends you itself — while the email we send you ourselves is sent by Web Hosting Canada from mail servers on Canadian networks, with the qualification in section 12 of the Privacy Policy; and there is no third-party analytics, no advertising or tracking technology in the Service or on its website — except that a video on its public website loads from YouTube, under YouTube's own terms, if you choose to play it (section 12 of the Privacy Policy) — no third-party error monitoring and no artificial-intelligence processing of your data.

21. Our relationship with Intuit

21.1 We are not affiliated with Intuit. OberBuilt Inc. is an independent company. We are not affiliated with, endorsed by, sponsored by, or approved by Intuit Inc. As for approval, Intuit's only role is that it reviewed OberBuilt Inventory before allowing it to connect to real QuickBooks Online companies. Beyond that permission, Intuit has not approved or endorsed OberBuilt Inventory, its results or this agreement, and is not responsible for them.

21.2 We do not process your QuickBooks data on Intuit's behalf. We access your QuickBooks Online data because you authorised us to, through Intuit's own consent screen. Intuit and OberBuilt are independent controllers of personal information and are expressly not joint controllers, each deciding independently why and how it handles information and each separately responsible for its own compliance. We are not Intuit's processor, agent or representative.

21.3 Trademark attribution. Intuit and QuickBooks are registered trademarks of Intuit Inc.

22. Warranty disclaimer (End User Licence Agreement)

22.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. This is a beta product; section 3 says so at greater length and this section gives it legal effect.

22.2 To the fullest extent permitted by law, the OberBuilt Parties disclaim all warranties, conditions, representations and terms of any kind, whether express, implied, statutory or otherwise, including any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement, and any warranty arising from a course of dealing or usage of trade.

22.3 Without limiting that, we do not warrant that:

• (a) the Service will meet your requirements or be suitable for your business;
• (b) it will be uninterrupted, timely, available, secure or error-free;
• (c) the results it produces — including costs, quantities, shortages, valuations and the transactions it posts into, changes in or deletes from your Connected Company — will be accurate, complete, current or reliable;
• (d) defects will be corrected; or
• (e) any third-party service the Service depends on will be available.

22.4 We do not disclaim our privacy and security obligations. Nothing in this section reduces the commitments in our Privacy Policy, or our obligations under applicable privacy law. We are not telling you we take your data seriously in one document and disclaiming it in another. This section is about warranties, not about the limit on what we owe you: section 23 applies to every claim, including a claim about privacy or security.

22.5 Some jurisdictions do not allow certain warranties to be excluded. To the extent an exclusion in this section is not permitted where you are, it does not apply to you and the rest of this section stands.

23. Limitation of liability (End User Licence Agreement)

23.1 The cap. To the fullest extent permitted by law, the total aggregate liability of the OberBuilt Parties to you, for all claims arising out of or relating to this agreement or the Service, whether in contract, tort (including negligence), statute or otherwise, will not exceed the greater of:

• (a) CAD $500; or
• (b) the total amounts you actually paid to OberBuilt for the Service in the twelve (12) months immediately before the event first giving rise to the claim.

This is an aggregate cap across all claims, not a per-claim cap.

23.2 Excluded categories of loss. In short: if the Service gets something wrong and it costs you money, the most you can recover from us is the amount in section 23.1 — not the knock-on losses. To the fullest extent permitted by law, the OberBuilt Parties are not liable for any indirect, incidental, consequential, special, exemplary or punitive damages, and are not liable, whether the loss is characterised as direct or indirect, for:

• lost profits, lost revenue, lost sales, lost business or lost business opportunities;
• loss of anticipated savings or loss of goodwill;
• lost, corrupted, deleted or inaccessible data;
• business interruption or the cost of substitute services;
• penalties, interest, fines, reassessments or professional fees arising from your tax filings or your accounting records;
• misstatement of inventory value or of cost of goods sold;
• audit costs, or the cost of restating financial statements; or
• any accounting, tax, valuation or reporting position you take (section 9.7).

We list these one by one on purpose: each of them is excluded even if the law would otherwise treat it as a direct loss.

23.3 These limits apply even if we were told the loss was possible, and even if a remedy in this agreement fails of its essential purpose.

23.4 Mutual where it can be. Your liability to us is capped on the same basis as section 23.1 and excludes the same categories of loss as section 23.2 — except that the following are subject to neither the cap nor the excluded categories: (a) fees you owe us; (b) your indemnity under section 25.1; and (c) your breach of section 7 (licence restrictions) or any infringement or misappropriation of our intellectual property. We think it is fair to tell you where the limitation is mutual and where it is not, rather than presenting a one-sided clause as a balanced one.

23.5 Why this cap. The Service is offered at a low monthly price, in beta, and QuickBooks Online — not OberBuilt — is the system of record for your accounting data (section 9). The price we charge and this allocation of risk were chosen together: at a higher price we could carry more of this risk, and at this price we cannot. If this allocation is not acceptable to you, the remedy available to you is not to use the Service; you can cancel at any time under section 14 and take your data with you under section 16.4.

23.6 Your practical protection. Section 3.3 and section 9.5 set out the step that actually protects you: review what the Service writes into, changes in, and deletes from your books before you rely on it. A limitation clause is not a substitute for that, and we would rather you catch an error than sue us over one.

23.7 What is never excluded. Nothing in this agreement excludes or limits liability for:

• fraud or fraudulent misrepresentation;
• wilful misconduct;
• death or personal injury caused by negligence; or
• any other liability that cannot be excluded or limited under the law that applies to you.

23.8 If any part of this section is held unenforceable, the remainder continues to apply to the fullest extent permitted, and the unenforceable part is to be read down to the extent necessary rather than struck out.

24. The OberBuilt Parties (who else these protections cover)

24.1 In short. Your contract is with the company, not with the people who work in it — but nothing in this section protects anyone from a regulator. This section allocates contractual and related civil liability between you and us. It does not and cannot limit any person's liability under Canada's Anti-Spam Legislation, including the personal liability of directors and officers under that Act, or under the Personal Information Protection and Electronic Documents Act, or under any other law that imposes liability directly on an individual. Nor does it affect the rights of any person who is not a party to this agreement.

24.2 Definition. "OberBuilt Parties" means OberBuilt Inc. and its Affiliates, and each of their respective directors, officers, employees, contractors and agents.

24.3 The benefit is intended for them. Every disclaimer, exclusion and limitation of liability in this agreement — in particular sections 3, 9, 10, 19.3, 22 and 23 — is expressly made for the benefit of, and is enforceable by, each of the OberBuilt Parties, as well as by OberBuilt Inc. We intend those persons to be able to rely on those provisions, and we say so expressly so that there is no doubt about it. The indemnity in section 25.1, and the non-reliance paragraph in section 31.4, are likewise given in favour of, and are enforceable by, each of the OberBuilt Parties.

24.4 Agent and trustee. OberBuilt Inc. enters into sections 22, 23, 25, the non-reliance paragraph in section 31.4, and this section 24 on its own behalf and also as agent and trustee for each of the other OberBuilt Parties, so that each of them may enforce those provisions directly.

24.5 Scope. The protection in this section applies to the OberBuilt Parties acting in the course of their engagement by OberBuilt in connection with the Service or this agreement.

24.6 Sole recourse. Your sole recourse in connection with this agreement and the Service is against OberBuilt Inc. You agree not to bring a claim against any individual director, officer, employee, contractor or agent of OberBuilt personally in respect of the subject matter of this agreement.

25. Indemnities

25.1 Your indemnity to us. You will defend, indemnify and hold harmless the OberBuilt Parties against any third-party claim, and any resulting losses, damages, judgments, fines, costs and reasonable legal fees, arising out of or relating to:

• (a) your Customer Data, including the personal information in your Connected Company and any claim that you lacked the right or lawful basis to process it;
• (b) your use of the Service in breach of this agreement, or any unlawful or unauthorised use;
• (c) your violation of any law, or of any third party's rights; or
• (d) any accounting, tax or reporting position you take.

25.2 We will notify you promptly of any claim we seek indemnity for, give you reasonable control of the defence, and cooperate at your expense. You may not settle a claim in a way that imposes an obligation or an admission on us without our written consent.

25.3 Our indemnity to you. If a third party claims that the Service, used as we permit, infringes its intellectual property rights, we will defend that claim at our expense and pay any damages finally awarded or settlement we agree, subject to the cap in section 23.1. We may instead, at our option, obtain the right for you to keep using the Service, modify it so that it is no longer infringing, or terminate your Subscription and refund the unused part of the period you have paid for. This does not apply to a claim arising from your Customer Data, from your use of the Service in breach of this agreement, or from combining the Service with anything we did not supply. This indemnity is conditional on you telling us about the claim promptly, letting us control the defence and any settlement, and giving us reasonable cooperation at our expense.

26. Changes to the Service

26.1 Consistent with section 3.2, we may add, change, or remove features, and change how the Service behaves. Where a change materially reduces the core functionality you subscribed for, we will make reasonable efforts to notify you in advance by email, and you may cancel under section 14 if you do not want to continue. Where a change to the Service is needed urgently for a reason in section 27.5(a) or (b), we may make it at once and tell you afterwards instead of in advance.

27. Changes to these terms

27.1 We may change these terms — for example to reflect a change in the Service, in our service providers, or in the law.

27.2 How we will tell you. If a change is material, we will email you at least 30 days before it takes effect, and we will update the "last updated" date at the top of this document. A material change takes effect for you no earlier than the start of your first billing period after the notice period ends, so it never changes the terms of a period you have already paid for. Our email gives the date the change takes effect for you, and links to the new version and to the version that applies to you until then. The effective date shown at the top of a new version is the date it applies to customers who accept it from then on. If we do not send you that email — for example because we have no working email address for you, because you are on a free trial with no payment method on file, or because you had no subscription with us when we sent it — or if it comes back to us as undeliverable, a material change takes effect for you only when you accept the new version. Section 27.5 is the only exception to the notice and timing in this section. Non-material changes (typographical corrections, clarifications that do not alter your rights or obligations) take effect when published.

27.3 Acceptance. If you continue to use the Service on or after the date a change takes effect for you, you accept the changed terms. If you do not accept them, cancel under section 14 before that date. Cancelling is how you decline a change. We may also ask you to accept the changed terms, by ticking the box described in section 1.2, the next time you connect or sign in with QuickBooks Online on or after that date.

27.4 A change never applies retroactively to a dispute that arose before it took effect.

27.5 Changes that cannot wait. The 30 days' notice in section 27.2, and its rule about billing periods, do not apply to a change to these terms that is needed (a) to comply with the law, or with an order or requirement of a court or regulator; or (b) to fix a security weakness, or to protect the Service, your data or another customer's data from an actual or reasonably suspected threat to its security; nor to a change that (c) only adds to your rights or protections. Such a change takes effect when we publish it, or on any later date the law or the requirement sets, and goes no further than its reason requires. If we have a working email address for you, we will email you about it as soon as we reasonably can, and no later than 5 business days after we publish it, saying what changed, which of these reasons applies, and why the change could not wait. We will not use this section to change the price (section 13.5), to shorten any notice period in sections 11, 13, 16 or 18.3, or to reduce your rights to export or erase your data (section 16).

If such a change is to your disadvantage, you may end your Subscription because of it and get back what you paid for the rest of your current billing period. Ask us in writing, at support@oberbuilt.ca, within 30 days after our email about the change, or, if we could not email you, within 30 days after the change was published. We will cancel your Subscription no later than the second business day after we receive your request, and refund the share of what you paid for your current billing period, tax included, that covers the days from the day we cancel it to the end of that period, in proportion to the time. Your Subscription, and your access to the Service's features, end on the day we cancel it, and section 16 then applies. The refund goes back to the payment method the charge was made to, and Stripe emails you the credit note for it, as section 12.4 describes. Nothing is refunded for a billing period that had already ended when we cancel, and this is the only refund this section gives; section 15.1 otherwise applies.

27.6 Earlier versions. We keep a copy of every version of these terms we have published, with its effective date. Ask us at support@oberbuilt.ca and we will send you a copy of any of them — including, while a change is in its notice period, the version that still applies to you.

28. Governing law, and where disputes are heard

28.1 This agreement, and any dispute arising out of or relating to it or to the Service, is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable in Manitoba, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

28.2 Subject to section 28.3, the courts of the Province of Manitoba, sitting in Winnipeg, have exclusive jurisdiction over any proceeding arising out of or relating to this agreement, and you and we each irrevocably submit to that jurisdiction and waive any objection to it on grounds of venue or forum non conveniens.

28.3 What this clause does not take away. This section does not:

• (a) waive, limit or displace any right you have under consumer-protection or other legislation that cannot be waived by contract where you are located. Those rights apply regardless of what this agreement says;
• (b) prevent you from bringing a proceeding in the courts of your own jurisdiction where legislation of that jurisdiction gives you a right to do so that cannot be excluded by contract; or
• (c) prevent a regulator, attorney general, or other public authority from enforcing the law that it administers, or affect our obligation to comply with it.

28.4 Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

29. Notices

29.1 To you. We give notice by email to the address on your account, and also by posting in the Service where this agreement says so. Email notice is effective when sent, and a notice we send to a stale address still counts, except our email about a material change to these terms if it comes back as undeliverable (section 27.2). Keep your email address current. If messages to your address come back as undeliverable, we stop sending to it — except the final warning before your data is deleted and the yearly renewal reminder, which we still attempt once (sections 16.2 and 13.8) — and show a notice in the Service instead; posting in the Service remains effective notice, and keeping a working address on your account is your responsibility. Where you change that address in the Service's settings, the change takes effect only when the new address confirms it; until then, notice to the address already on your account is effective. That confirmation is not required of the address we take from your QuickBooks Online company profile, and until the first time you set the address in our settings, correcting it in that profile and reconnecting moves our notices to the corrected address, where notice is then validly given. Clearing the address takes effect at once and needs no confirmation either; from then on we have no address for you, and notice by posting in the Service is the only notice we can give. Every change to that address that takes effect here, including clearing it, is also passed on to Stripe, so the emails Stripe sends you (section 12.4) follow it.

29.2 To us. Send notices to support@oberbuilt.ca, or by mail to OberBuilt Inc., 612 – 3336 Portage Avenue, Winnipeg, Manitoba R3K 2H9, Canada. Notice by email is effective on the next business day; notice by mail is effective on receipt.

30. Language

30.1 This agreement is made in English, and English is the governing language. Any translation we provide is for convenience only; if there is a conflict, the English version applies.

31. General

31.1 Assignment. You may not assign or transfer this agreement, or any right under it, without our prior written consent, except to a successor of your entire business by merger, reorganisation or sale of substantially all assets, on written notice to us. We may assign this agreement to an Affiliate, or to a successor in connection with a merger, reorganisation, or sale of all or substantially all of our assets or of the Service, on notice to you.

31.2 Severability. If any provision of this agreement is held invalid or unenforceable, it is to be read down to the minimum extent necessary to make it enforceable, and if it cannot be, it is severed. The rest of the agreement remains in force.

31.3 No waiver. If we do not enforce a provision, that is not a waiver of it, and it does not stop us enforcing it later. A waiver is only effective if it is in writing.

31.4 Entire agreement, precedence, and non-reliance. This document, together with the Pricing Disclosure, is the entire agreement between you and us about the Service, and replaces any prior discussion, proposal, representation or agreement about it. If this document and the Pricing Disclosure conflict, the Pricing Disclosure governs the price, currency, billing frequency and taxes, and this document governs everything else. In entering this agreement you have relied only on what is set out in this agreement and what the Service showed you before you subscribed, and not on any other statement or promise — and the same is true of us. That non-reliance paragraph is made for the benefit of, and is enforceable by, each of the OberBuilt Parties (section 24). Nothing in this section limits liability for fraudulent misrepresentation.

31.5 Force majeure. Neither party is liable for a failure or delay in performance caused by something beyond its reasonable control — including a failure or change of a third-party service the Service depends on, an internet or power failure, a natural disaster, a fire, a labour disruption, an act of government, or an armed conflict. This does not excuse an obligation to pay money that is already due.

31.6 Independent contractors. Nothing in this agreement creates a partnership, joint venture, agency, franchise or employment relationship between you and us.

31.7 No third-party beneficiaries, except the OberBuilt Parties as provided in section 24, including the sections that section 24 extends to them.

31.8 Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".

31.9 Publicity. We will not publicly name you as a customer, or use your name or logo, without your consent.

31.10 Public documents. This agreement and the Privacy Policy are published on our website and readable without an account, a password or a login.

32. How to contact us

OberBuilt Inc. 612 – 3336 Portage Avenue Winnipeg, Manitoba R3K 2H9 Canada

Telephone: 431-478-1966 Email: support@oberbuilt.ca Privacy Officer: Our Chief Executive Officer — support@oberbuilt.ca

Terms of Service and End User Licence Agreement: https://obinv.oberbuilt.ca/legal/terms Privacy Policy: https://obinv.oberbuilt.ca/legal/privacy

OberBuilt Inc. is not affiliated with, endorsed by, sponsored by, or approved by Intuit Inc. Intuit and QuickBooks are registered trademarks of Intuit Inc.