Draft. This agreement is being finalised by counsel. Bracketed items are completed before the public release.

This End User Licence Agreement ("Agreement") is a legal agreement between you ("you" or "Licensee") and [LEGAL ENTITY NAME] ("we," "us," or "Licensor") for the AcboBooks desktop accounting software, including all associated files, updates and documentation ("Software").

By installing, copying or using the Software, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

1. Licence grant

Subject to your compliance with this Agreement and payment of the applicable fee, we grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the Software for one business (one company file and the users who access it on your network), for your internal business or personal accounting purposes. A free trial licence is limited in duration and features as described in the Software.

2. Restrictions

You may not: (a) resell, sublicense, rent, lease or distribute the Software; (b) reverse engineer, decompile or disassemble the Software except to the extent applicable law expressly permits despite this limitation; (c) remove or alter any proprietary notices; (d) circumvent or tamper with any licensing, activation or trial mechanism; or (e) use the Software to build a competing product.

3. Ownership

The Software is licensed, not sold. We and our licensors retain all right, title and interest in and to the Software, including all intellectual-property rights.

4. Your data

The Software stores your company data in files on devices you control. You are solely responsible for maintaining backups of your data. We are not responsible for any loss, corruption or inability to recover your data, including data lost because of a forgotten password (see Section 5). Certain optional features transmit data to third-party services you enable (for example your bank's Direct Connect service); such transmissions are governed by our Privacy Policy and by those third parties' own terms.

5. No password recovery

Company-file and user passwords protect your data and are not recoverable. If you lose a password, we cannot recover your data. Keep secure backups.

6. Not professional advice — tax, payroll and compliance

The Software is a bookkeeping tool, not a substitute for professional accounting, tax, payroll or legal advice. Any tax calculations, payroll withholding estimates and government-form outputs (including federal income-tax withholding estimates and W-2/EFW2 files) are provided for convenience only, are best-effort, may be based on rates or rules that change, and may contain errors. You are solely responsible for (a) verifying all figures against current official sources (for example IRS Publication 15-T); (b) validating any electronic filing output with the relevant agency's tools (for example the SSA's AccuWage service) before submission; and (c) the accuracy, completeness and timely filing of all returns and reports. The Software is not a certified or authorised filing transmitter. We are not liable for any penalties, interest or damages arising from tax, payroll or filing errors.

7. Third-party software and services

The Software can interoperate with third-party products and services that you supply or enable, including accounting data exported from or read via third-party software and third-party banking services. Your use of those products and services is governed by their own agreements. We are not responsible for third-party products or services, and their availability is not guaranteed. See also the Trademarks and Non-Affiliation Notice.

8. Updates and support

A paid licence includes updates and email support for twelve (12) months from purchase. After that period the Software continues to function; further updates may require a renewal.

9. Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL PRODUCE ACCURATE RESULTS. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS INTERRUPTION, OR FOR ANY TAX PENALTIES OR INTEREST, ARISING OUT OF OR RELATED TO THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SOFTWARE WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11. Indemnification

You agree to indemnify and hold us harmless from any claims, damages or expenses arising out of your use of the Software in violation of this Agreement or applicable law.

12. Term and termination

This Agreement is effective until terminated. It terminates automatically if you breach it. Upon termination you must stop using and delete the Software. Sections 3, 4, 6, 9, 10, 11 and 13 survive termination.

13. Governing law and disputes

This Agreement is governed by the laws of [STATE/PROVINCE, COUNTRY], without regard to conflict-of-laws rules. The exclusive venue for disputes is the courts located in [VENUE].

14. Export and compliance

You agree to comply with all applicable export-control and sanctions laws.

15. Entire agreement; changes

This Agreement, together with the Privacy Policy and the Trademarks and Non-Affiliation Notice, is the entire agreement between you and us regarding the Software. We may update this Agreement; continued use after an update constitutes acceptance.

16. Contact

[LEGAL ENTITY NAME] — [email protected] — [ADDRESS]