The end user license agreement governing the Awali QuickBooks Online integration, licensed in conjunction with your Master Services Agreement.
This End User License Agreement (this “EULA”) governs the license and use of the QuickBooks® Online integration feature of the Awali platform (the “QBO Integration”) made available by Samson Advisory (“Samson Advisory”, “we”, “us”, or “our”) to its clients (“Client” or “you”).
Read this first. The QBO Integration is not licensed on a standalone basis. It is licensed only in conjunction with, and as a supplement to, the Master Services Agreement between Client and Samson Advisory governing Client’s use of the Awali platform (the “MSA”), together with the Statement of Work or Project Plan authorizing the specific engagement. If there is no MSA in effect between you and Samson Advisory, no license is granted to you under this EULA and you may not use the QBO Integration.
This EULA supplements and is incorporated into the MSA. It does not replace the MSA, and it does not create a separate or standalone license. Capitalized terms used but not defined in this EULA have the meanings given to them in the MSA.
In the event of a conflict or inconsistency among the documents governing the QBO Integration, the following order of precedence controls:
Where the MSA addresses a subject also addressed here — including confidentiality, data ownership, warranties, limitation of liability, indemnification, insurance, term, termination, governing law, and dispute resolution — the MSA controls, and the provisions of this EULA on that subject apply only to the extent they are not inconsistent with the MSA.
Subject to Client’s compliance with the MSA, the applicable SOW, and this EULA, and for so long as each remains in effect, Samson Advisory grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the QBO Integration solely:
The QBO Integration is licensed, not sold. Samson Advisory and its licensors retain all right, title, and interest in and to the Awali Platform and the QBO Integration, including all software, logic, mappings, configurations, and improvements. All rights not expressly granted in this EULA are reserved.
The QBO Integration is enabled only when an authorized administrator of Client’s QuickBooks Online account grants access through Intuit’s official OAuth 2.0 authorization flow. By authorizing that connection, Client represents and warrants that:
Samson Advisory does not request, receive, or store QuickBooks Online usernames, passwords, or other Intuit login credentials. Client may revoke the authorization at any time as described in Section 12.
CLIENT ACKNOWLEDGES AND EXPRESSLY AGREES THAT THE QBO INTEGRATION WRITES TO CLIENT’S QUICKBOOKS ONLINE COMPANY. The QBO Integration operates as a bridge between QuickBooks Online and Connected Applications that do not communicate with QuickBooks Online directly. In the course of that operation it may create, update, and otherwise modify accounting records in the QBO Company — including invoices, bills, payments, customers, vendors, items, and journal entries — based on data originating in Connected Applications and according to the field mappings, sync rules, and approval steps Client configures.
Client is responsible for the configuration it approves and for the resulting records. Records written into the QBO Company become part of Client’s books and records, are within Client’s possession and control, and remain there if this EULA or the MSA terminates.
Client is responsible for:
Client shall not, and shall not permit any third party to:
Intuit is not a party to this EULA, the MSA, or any SOW. QuickBooks Online is provided to Client by Intuit under Client’s own separate agreement with Intuit, and Client’s use of QuickBooks Online is governed by that agreement.
The QBO Integration is a data-movement and automation tool. IT IS NOT AN ACCOUNTING, BOOKKEEPING, AUDIT, TAX, LEGAL, OR FINANCIAL ADVICE SERVICE, AND IT DOES NOT SUBSTITUTE FOR REVIEW BY A QUALIFIED PROFESSIONAL.
Samson Advisory does not certify, audit, attest to, or opine on Client’s financial statements, tax positions, or the accuracy of Client’s books. Client is solely responsible for the accuracy of its financial records, for its accounting policies and period-close procedures, for reviewing records the QBO Integration creates or modifies, and for engaging its own certified public accountant, tax adviser, or auditor as it deems appropriate. Where Samson Advisory personnel provide advisory services, those services are governed by the MSA and the applicable SOW, not by this EULA.
As between the parties, Client owns its QBO Data. Client grants Samson Advisory only the limited right to access, process, store, and transmit QBO Data as necessary to operate the QBO Integration and perform the services described in the applicable SOW.
Our collection, use, storage, disclosure, retention, and deletion of QBO Data is described in our Privacy Policy, and Section 3 of that Policy applies specifically to QuickBooks Online data. In summary, and without limiting the Privacy Policy or the confidentiality provisions of the MSA:
If we become aware of a security incident affecting Client’s QBO Data, we will notify Client without undue delay in accordance with the MSA, and will notify Intuit where required.
Service levels, support commitments, and fees for the QBO Integration are those set out in the MSA and the applicable SOW. This EULA does not create any service level or support obligation that the MSA or SOW does not already provide.
We may modify, update, or improve the QBO Integration from time to time, including to maintain compatibility with changes made by Intuit or by a Connected Application. We will not make a change that materially reduces the core functionality Client is licensed to use under an active SOW without notifying Client. Synchronization is dependent on the availability of the QuickBooks Online APIs, Client’s Connected Applications, and Client’s network, none of which we control.
This EULA takes effect when Client first authorizes a connection to a QBO Company and continues for as long as the MSA and at least one SOW authorizing the QBO Integration remain in effect. It terminates automatically, without notice, on expiration or termination of the MSA.
Client may disconnect the QBO Integration at any time, for any reason, without notice to us — either from within the Awali Platform or directly in QuickBooks Online under Settings → Manage Apps → Disconnect. Disconnection immediately invalidates our OAuth tokens and stops all further reading from and writing to the QBO Company.
We may suspend the QBO Integration on notice if Client’s use violates Section 7, if suspension is necessary to protect the security or integrity of the platform or of Client’s data, or if required by Intuit or by law. We will restore access promptly once the cause is resolved.
On termination or disconnection: (a) the license in Section 3 ends; (b) we cease all access to the QBO Company; (c) QBO Data we hold is deleted or returned as described in Section 3 of the Privacy Policy and the applicable SOW; and (d) records already written into Client’s QBO Company remain in Client’s QuickBooks Online account under Client’s control. Sections 5, 7, 8, 9, 10, 13, 14, and 16, and any provision that by its nature should survive, survive termination.
EXCEPT AS EXPRESSLY PROVIDED IN THE MSA, THE QBO INTEGRATION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SAMSON ADVISORY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE QBO INTEGRATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY RECORD WILL SYNCHRONIZE SUCCESSFULLY OR WITHOUT DELAY, OR THAT THE RESULTING ACCOUNTING RECORDS WILL BE FREE OF ERROR. THIS SECTION DOES NOT LIMIT ANY EXPRESS WARRANTY GIVEN IN THE MSA, WHICH CONTROLS.
The limitations and exclusions of liability set out in the MSA apply to this EULA and to the QBO Integration, and are incorporated here by reference. IN NO EVENT WILL SAMSON ADVISORY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE QBO INTEGRATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAMSON ADVISORY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE QBO INTEGRATION IS SUBJECT TO, AND WILL NOT EXCEED, THE LIABILITY CAP SET OUT IN THE MSA.
Nothing in this Section limits liability that cannot be limited under applicable law.
The indemnification provisions of the MSA govern. Without limiting them, Client will defend and indemnify Samson Advisory against claims arising from Client’s breach of Section 4 (Authorization to Connect) or Section 7 (Restrictions), including any claim that Client lacked the right to authorize access to a QBO Company or to move data to or from a Connected Application.
This EULA is governed by, and disputes arising under it are resolved in accordance with, the governing law and dispute resolution provisions of the MSA. If the MSA is silent, this EULA is governed by the laws of the State of Texas, without regard to its conflict of laws principles, and the state and federal courts located in Travis County, Texas have exclusive jurisdiction.
Questions about this EULA or the QuickBooks Online integration should be directed to:
Samson Advisory
Attn: Legal
2301 W Anderson Ln #102-126
Austin, TX 78757
United States
Phone: 512-635-2718
Email: robert@samsonadvisory.com
QuickBooks and QuickBooks Online are registered trademarks of Intuit Inc., used here for identification purposes only. Samson Advisory is not affiliated with, endorsed by, or sponsored by Intuit Inc.