QBO Cloud Inc. Software License Agreement
This is an agreement between QBO Cloud Inc., a Delaware corporation having a principal place of business at 333 Bush Street, 4006, San Francisco, CA 94104 (“QBO”), and the organization licensing the QBO software (“the Licensee”) through a properly executed QBO Software Purchase Order that incorporates this Agreement (“the Purchase Order”).
1. Application of this Agreement
QBO and the Licensee agree to the terms and conditions of this Agreement and the Purchase Order based on the good and valuable consideration described therein.
In the event of a conflict between the terms and conditions of this Agreement and the Purchase Order, the terms and conditions of this Agreement shall control unless expressly and specifically modified by the Purchase Order.
This Agreement applies to the Licensee’s use of the QBO software, as well as the use of any employee, agent, user, or other party who accesses or otherwise uses the QBO software through or on behalf of the Licensee or through the Licensee’s access to the QBO software.
2. Effective Date and Duration of this Agreement
This Agreement is effective upon the execution of the Purchase Order by QBO and the Licensee. This Agreement shall continue for the term prescribed in the Purchase Order unless terminated earlier as provided in Section 14. The current contract period under this Agreement shall be as defined in the Purchase Order.
3. Modification of this Agreement
QBO may modify, at its sole discretion, the terms and conditions of this Agreement at any time. QBO will periodically update this Agreement to reflect changes to applicable laws, changes to QBO’s business or operations, or simply to provide more clarity to existing terms and conditions. The current version of this Agreement is found at https://qbo.io/agreement.
If QBO modifies this Agreement, QBO will notify the Licensee and post the modified Agreement at https://qbo.io/agreement. If the modification is not acceptable to the Licensee, the Licensee may terminate this Agreement as provided in Section 14.
4. The QBO Software
The QBO software includes information, documentation, or materials provided to Licensee by QBO related to, or through, the QBO software. QBO may offer additional services as prescribed in the Purchase Order, including, but not limited to software support for the QBO software. QBO may provide updates to the QBO software.
5. Licensed Use of the QBO Software
QBO grants the Licensee the non-exclusive, non-assignable, royalty-free, world-wide limited right to use the QBO software solely for the Licensee’s internal business operations and subject to the terms and conditions of this Agreement and the Purchase Order. The Licensee may allow its employees, agents, users, or other party to use the QBO software, but all use is subject to the Acceptable Use restrictions described in Section 6 and the Licensee is responsible for ensuring such users’ compliance with this Agreement and the Purchase Order.
The Licensee’s use of the QBO software is prescribed by the Purchase Order. The Licensee may not make the QBO software available in any manner to any third party for access or use in the third party’s business operations unless expressly and specifically allowed by the Purchase Order, and then, only to the extent allowed by this Agreement and the Purchase Order’s terms and conditions.
6. Acceptable Use of QBO Software
The Licensee shall not exceed the scope of the license described in this Agreement and the Purchase Order. The Licensee shall not violate the copyright or intellectual property rights of QBO or any other party.
The Licensee shall not use the QBO software in any way to receive, process, store, or otherwise use the personal data of children under sixteen years of age. Personal data are any data or other information relating to an identifiable person who can be directly or indirectly identified in particular by some identifying information.
The Licensee shall comply with all export laws and regulations of the United States any other applicable jurisdictions related to the use of the QBO software. The Licensee shall not export, directly or indirectly, any data, information, software programs, or materials related to the QBO software or its use in violation of applicable laws.
7. Ownership of QBO Software
QBO and its licensors retain all ownership, proprietary rights, and intellectual property rights to the QBO software and anything developed and delivered under this Agreement or the Purchase Order, including any services, software, data, information, documentation, or materials provided to Licensee by QBO or through the QBO software. The Licensee may not—except as expressly provided in this Agreement or the Purchase Order—modify, copy, reproduce, distribute, re-publish, download, display, transmit, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the QBO software, including, but not limited to data structures and information or data used or produced by the QBO software or developed under this Agreement or the Purchase Order.
The QBO software is protected by copyright, trademark, and other laws of the United States and other countries. QBO and its licensors exclusively own or control all right, title, and interest in the QBO software, including as to all associated trademark and other intellectual property rights. Any other trademarks, service marks, logos, trade names, or other proprietary designations are the trademarks of their respective owners. The Licensee may not modify or remove such markings or any notice of QBO or its licensors’ ownership, proprietary rights, and intellectual rights.
8. Ownership of Data and Data Rights
The Licensee retains all ownership, proprietary rights, and intellectual property rights to the Licensee’s data, as well all obligations that may exist to use or protect Licensee’s data. The Licensee’s data includes all data and other information provided to the QBO software for processing, as well as data and other information generated by the QBO software and provided to Licensee or third parties through the QBO software. Licensee’s data does not include telemetric data, statistical data, or other information generated by the QBO software related to the operation or performance of the QBO software (“operational data”). The Licensee may make the Licensee’s data publicly available so long as the Licensee does not violate the confidentiality provisions in Section 13.
QBO does not receive, process, or control any data through the QBO software except for operational data. QBO and the Licensee agree that operational data does not include personal data. The Licensee may process personal data with the QBO software, but no such information is sent to, processed by, or controlled by QBO. The Licensee is the data controller and data processor of all personal data.
The Licensee grants QBO the right to add the Licensee’s name and identifying marks, including protected trademarks, to QBO’s website and promotional materials as a QBO software user. QBO may use operational data to monitor and improve the operation and performance of the QBO software. QBO may disclose operational data to the Licensee and make such data and information publicly available so long as QBO does not violate the confidentiality provisions in Section 13.
9. Warranties and Disclaimers
QBO warrants that the QBO software will perform in all material respects in accordance with this Agreement and the Purchase Order. In all other respects, the Licensee acknowledges that the use of the QBO software is at the Licensee’s own risk, is provided on an “as is” and “as available” basis, and is provided without any other warranties of any kind. The Licensee assumes the entire risk as to the performance of the QBO software and QBO assumes no responsibility for the performance of the QBO software, including as to accuracy, errors, or omissions. QBO does not warrant that the QBO software will be error-free or that QBO will correct all performance issues or errors related to the QBO software.
QBO expressly disclaims to the fullest extent permitted by law all express or implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, as well any warranties arising during the course of dealings or usage of trade. QBO also disclaims any warranties for other services or goods received through or advertised on QBO’s website or other media channels.
QBO shall not be liable for any direct, indirect, special, incidental, or consequential damages arising out of the use, or the inability to use, the QBO software, even if QBO is aware that such damages are occurring or may occur in the future. QBO is not liable for any damages, losses, or costs arising out, but not limited to, lost profits or revenue, the inability to use the QBO software, data or equipment or the loss of data or equipment, costs of recovering data or the QBO software, and claims by third parties.
The Licensee shall comply with the European Union’s General Data Protection Regulation (GDPR), which went into effect on May 25, 2018 and may be found at https://www.eugdpr.org. QBO and the Licensee agree that the Licensee is a data controller and processor for the purposes of the GDPR and has the obligations imposed under the GDPR to the extent the GDPR applies, except as provided in QBO’s Privacy Policy at http://www.qbo.io/privacy. The Licensee warrants that it has a lawful basis for processing its data.
QBO and the Licensee also agree that QBO is neither a data controller nor a data processor for the purposes of the GDPR and that QBO has no obligations under the GDPR, including as to data subject requests and personal data, except as may be provided in QBO’s Privacy Policy. QBO and the Licensee agree that QBO has a lawful basis for processing all information provided to, or collected by, QBO through the QBO software.
The Licensee acknowledges that QBO does not control the transfer of data over the Internet, the Licensee’s systems or deployment, or other communications facilities, and that the QBO software is subject to the limitations, delays, and other issues related to the use of such facilities. QBO is not responsible for any limitations, delays, delivery failures, or any other damage resulting from such issues.
10. The Licensee’s Exclusive Remedies and QBO’s Cure Period
If the QBO software does not perform as warranted, the Licensee must contact QBO in line with the QBO Support and Maintenance Policy at https://qbo.io/support.
11. QBO’s Exclusive Remedies and the Licensee’s Cure Period
QBO may immediately suspend access to the QBO software if the Licensee violates the Acceptable Use prescriptions described in Section 6, which prohibits, among other things, violations of the copyright or intellectual property rights of QBO or other parties. QBO must provide written notice to the Licensee as specified in the Purchase Order no later than five (5) business days after QBO becomes aware of such a violation. QBO will have five (5) business days from the date QBO received the Licensee’s notice to cure the violation.
If the Licensee has repeatedly violated the Acceptable Use restrictions or fails to cure a violation for which the Licensee has received the five (5) business-day notice, QBO may terminate this Agreement and the Purchase Order as provided in Section 14. Upon such a termination, the Licensee shall immediately remit to QBO any unpaid balance of the payment term prescribed in the Purchase Order that is proportionately attributable to the remainder of the current contract period beginning the month following the month in which QBO terminated this Agreement and the Purchase Order, and whether or not the payment term provides for month-to-month payments.
QBO may pursue any other remedy at law or equity related to this Agreement or the Purchase Order to which QBO may be entitled. QBO may be entitled to equitable relief where QBO’s remedies at law are inadequate due to the unique and proprietary nature of the QBO software and QBO’s related intellectual property rights. Such equitable relief includes, but is not limited to, injunctive relief, specific performance, and other equitable remedies, all in addition to the other remedies at law or in equity that may be provided under this Agreement or the Purchase Order.
12. Indemnification
QBO Shall Indemnify the Licensee. QBO shall defend the Licensee, at QBO’s sole expense, against any claim made by a third party alleging that QBO or the QBO software infringes the third-party’s intellectual property rights. QBO shall indemnify the Licensee for any damages, costs, or fees, including attorney’s fees, awarded against the Licensee in connection with such a claim provided that the Licensee provides QBO with (1) written notice of the claim as specified in the Purchase Order within thirty (30) days after the Licensee receives written notice of the claim, (2) sole control of the defense and settlement of such claims except that QBO cannot settle any such claim unless the settlement unconditionally releases the Licensee from all liability, and (3) reasonable assistance in the defense of such claims.
The Licensee Shall Indemnify QBO. The Licensee shall defend QBO, at the Licensee’s sole expense, against any claim made or brought against QBO by a third party alleging that the Licensee’s data or use of the QBO software violates the rights of a third party or violates any applicable state, federal, or international law, including the GDPR. The Licensee shall indemnify QBO for any damages, costs, or fees, including attorney’s fees, awarded against QBO in connection with such a claim provided that QBO provides the Licensee with (1) written notice of the claim as specified in the Purchase Order within thirty (30) days after QBO receives written notice of the claim, (2) sole control of the defense and settlement of such claims except that the Licensee cannot settle any such claim unless the settlement unconditionally releases QBO from all liability, and (3) reasonable assistance in the defense of such claims.
13. Confidentiality
QBO and the Licensee will protect the confidential information of the other using the same degree of care that each would use to protect its own confidential information of a similar nature and, at a minimum, no less than reasonable care. QBO and the Licensee will limit access to the confidential information of the other to its authorized employees, contractors, and agents.
QBO and the Licensee will not disclose the confidential information of the other to any third-party other than through the operation of the QBO software or otherwise pursuant to this Agreement or the Purchase Order. QBO and the Licensee will not use the confidential information of the other for any reason other than related to the use of the QBO software pursuant to this Agreement or the Purchase Order.
QBO and the Licensee may disclose the confidential information of the other if required to do so under any federal, state, or local law, statute, rule, regulation, subpoena, or other legal process or requirement.
14. Termination
QBO or the Licensee may terminate this Agreement at the end of the current contract period by providing written notice to the other party no less than thirty (30) days before the end of the current contract period; upon providing such notice, this Agreement shall terminate at the end of the current contract period accordingly.
QBO or the Licensee may terminate this Agreement for material breach of this Agreement or the Purchase Order not otherwise described by this Agreement by providing thirty (30) days written notice to the other party. The breaching party has thirty (30) days to cure the breach from the date the breaching party receives the notice. If the breaching party fails to cure the breach, this Agreement and the Purchase Order shall terminate on the 31st day following the breaching party’s receipt of notice.
QBO or the Licensee may terminate this Agreement if the other assigns any of its rights and obligations under this Agreement to a successor in interest. To do so, QBO or the Licensee shall provide thirty (30) days written notice to the assigning party. If the assigning party completes the assignment, this Agreement and the Purchase Order shall terminate on the 31st day following the assigning party’s receipt of notice.
The Licensee may terminate this Agreement following QBO’s modification of this Agreement by providing thirty (30) days written notice to QBO. QBO has thirty (30) days to re-modify this Agreement from the date QBO receives the notice. If QBO does not re-modify this Agreement, this Agreement and the Purchase Order shall terminate on the 31st day following QBO’s receipt of notice.
15. Miscellaneous Provisions
This Agreement and the Purchase Order constitutes the entire agreement between QBO and the Licensee regarding the Licensee’s use of the QBO software and supersede all prior proposals, agreements, and other communications made between QBO and the Licensee related to the Licensee’s use of the QBO software.
All provisions of this Agreement and the Purchase Order that, as evidenced by their sense, context, or effect, the parties intend to survive the termination of this Agreement and the Purchase Order, shall survive the termination of this Agreement and the Purchase Order, including, but not limited to, the ownership, remedy, warranty, disclaimer, indemnification, and confidentiality provisions provided herein.
If any court finds that any provision or provisions of this Agreement or the Purchase Order are invalid or otherwise unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. A court may reform any provision deemed invalid or unenforceable in order to give effect to the express intentions of the Agreement and Purchase Order.
This Agreement and the Purchase Order, as well as QBO and the Licensee’s rights and obligations under this Agreement, and all actions provided by this Agreement and the Purchase Order, shall be governed by the laws of California without regard to any applicable conflicts of law principles not provided by this Agreement or the Purchase Order. QBO and the Licensee agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.
QBO and the Licensee may assign their respective rights and obligations under this Agreement to a successor in interest, including to a successor corporation or to a company that purchases substantial portion of the assignor’s assets. This Agreement and the Purchase Order shall inure to the benefit of such a successor in interest and its assigns.
QBO and the Licensee each confirms to the other party that it has the right to enter into this Agreement and the Purchase Order, and to assume the rights and obligations provided thereto. QBO and the Licensee agree that the individual who signs the Purchase Order on behalf of each party is authorized to bind the respective parties to this Agreement and the Purchase Order.
No employment, partnership, joint venture, or any other agency relationship is created as a result of this Agreement or the Purchase Order. Neither QBO nor the Licensee has any authority to bind the other in any way outside of the Agreement or the Purchase Order and neither this Agreement nor the Purchase Order create or intend to create any third-party beneficiaries.
QBO and the Licensee shall not be responsible for performance or other issues if caused by an act of war, hostility, or sabotage; acts of God; electrical or telecommunications outages that are not caused by the obligated party; restrictions imposed by state or federal governments; or any other event outside the reasonable control of the obligated party. QBO and the Licensee shall use reasonable efforts to mitigate the effect any such force majeure event, but if the performance or other issues caused by such an event continue for more than thirty (30) days despite such efforts, QBO or the Licensee may terminate this Agreement and the Purchase Order as provided in Section 14.
All notices described in this Agreement shall be deemed effective when sent in accordance with the terms of the Purchase Order. All notices shall contain sufficient and specific information so as to put the receiving party on informed notice of the nature of the notice and the section of this Agreement or the Purchase Order to which the given notice relates.
Version 1.0 — May 4, 2026