End User License Agreement

2. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, Ishal grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business operations during the term of your subscription or license.

• Scope: Use is limited to the number of users, locations, companies, and modules identified in your order form, invoice, or subscription plan.

• Authorized users: You may permit your employees and contractors to use the Software on your behalf. You remain responsible for their compliance with this Agreement.

• No ownership transfer: The Software is licensed, not sold. All rights not expressly granted are reserved by Ishal.

3. Restrictions on Use

You agree that you will not, and will not permit any third party to:

• Copy, modify, translate, or create derivative works of the Software, except as expressly permitted in writing.

• Reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent that applicable law expressly prohibits this restriction.

• Rent, lease, lend, resell, sublicense, host, or otherwise make the Software available to third parties as a service bureau or on a time-sharing basis.

• Share login credentials, exceed your licensed user count, or circumvent any technical limits, license keys, or usage metering.

• Remove or obscure any proprietary notices, trademarks, or labels on the Software or its documentation.

• Use the Software to store or transmit unlawful, infringing, or malicious content, or to interfere with the integrity or performance of the Software or the data of other customers.

• Perform penetration testing, load testing, or vulnerability scanning against the Software without our prior written consent.

• Use the Software in violation of applicable export control, sanctions, anti-money-laundering, or FinCEN reporting laws.

4. Your Data

You retain all right, title, and interest in the data you enter into or generate through the Software, including inventory records, customer records, sales, repairs, memo, and accounting data ("Customer Data").

• Our use: We process Customer Data only to provide, secure, support, and improve the Software, and as described in our Privacy Policy. We do not sell Customer Data.

• Your responsibility: You are responsible for the accuracy and legality of Customer Data, for obtaining any consents required from your own customers, and for maintaining appropriate user access controls.

• Backups: We maintain routine backups of hosted deployments. For on-premises installations, backup is your responsibility. We recommend you keep independent copies of critical records.

• Export on exit: On written request during your subscription term, or within thirty (30) days after termination, we will provide a copy of your Customer Data in a commercially reasonable format.

5. Third-Party Integrations, Including QuickBooks Online

The Software can connect to third-party services at your direction, including QuickBooks Online and QuickBooks Desktop from Intuit Inc., e-commerce platforms such as Shopify and BigCommerce, payment processors, EDI trading partners, and shipping carriers (FedEx, UPS, ParcelPro, Brinks, and MalcaAmit).

• You authorize the connection: When you connect your QuickBooks company to WJewel, you authorize us to access, read, and write the accounting data needed to perform the sync you have configured, such as customers, vendors, items, invoices, bills, payments, and journal entries. We request only the scopes required for those functions.

• You control access: You may disconnect the QuickBooks integration at any time from within WJewel or from the Intuit App Management screen in your QuickBooks company. Disconnecting revokes our access tokens and stops all further sync.

• Credentials and tokens: We never ask for or store your Intuit password. Authorization uses Intuit's OAuth 2.0 flow, and access and refresh tokens are stored encrypted and used solely to operate the integration.

• Separate terms apply: Your use of QuickBooks and any other third-party service is governed by that provider's own agreements and privacy policies. We are not responsible for third-party services, their availability, or changes they make to their APIs.

• No affiliation: WJewel and Ishal Inc. are independent of Intuit Inc. QuickBooks and Intuit are trademarks of Intuit Inc., used here for identification only. Intuit does not endorse, sponsor, or warrant the Software.

6. Fees, Subscription Term, and Renewal

Fees, billing frequency, and the initial term are set out in your order form, invoice, or published pricing plan. Unless your order form says otherwise:

• Subscription fees are billed in advance and are non-refundable except where required by law.

• Subscriptions renew automatically for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

• One-time charges for implementation, data conversion, training, hardware, and custom development are quoted separately and are due as invoiced.

• Fees exclude taxes. You are responsible for any sales, use, VAT, or similar taxes, other than taxes on our net income.

• We may suspend access to the Software if an invoice remains unpaid more than thirty (30) days past due, after giving you notice and a reasonable chance to cure.

8. Security and Confidentiality

We use industry-standard safeguards to protect the Software and Customer Data, including encryption in transit, access controls, and audit logging. No system is completely secure, and we cannot guarantee absolute security.

Each party will protect the other's confidential information with at least reasonable care and will use it only for purposes of this Agreement. Your Customer Data and our non-public technical and pricing information are treated as confidential. You must notify us promptly if you believe any credential has been compromised.

9. Intellectual Property

Ishal Inc. and its licensors own all right, title, and interest in the Software, including its source code, design, structure, documentation, and the WJewel name and logo, together with all related intellectual property rights. Feedback or suggestions you provide may be used by us without obligation or attribution. Nothing in this Agreement transfers any Ishal intellectual property to you.

10. Disclaimer of Warranties

Except as expressly stated in this Agreement or a signed order form, the Software is provided "as is" and "as available". To the maximum extent permitted by law, Ishal disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Software is a business management tool, not accounting, tax, appraisal, or legal advice. Reports, valuations, cost calculations, and tax figures generated by the Software, including data synced to or from QuickBooks, should be reviewed by your accountant or advisor before you rely on them for filings or financial decisions.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss or corruption of data, even if advised of the possibility.

Ishal's total aggregate liability arising out of or relating to this Agreement will not exceed the fees you paid to Ishal for the Software in the twelve (12) months immediately preceding the event giving rise to the claim. These limits do not apply to your payment obligations, to either party's willful misconduct, or to liability that cannot be limited under applicable law.

12. Indemnification

By Ishal. We will defend you against third-party claims that the Software, as provided by us and used within this Agreement, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree in settlement. We may, at our option, modify the Software, obtain a license, or terminate the affected subscription and refund unused prepaid fees.

By you. You will defend and indemnify Ishal against third-party claims arising from Customer Data, from your use of the Software in violation of this Agreement or applicable law, or from your use of third-party services connected at your direction.

14. Governing Law and Disputes

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party waives any right to a jury trial and agrees that claims will be brought individually, not as part of a class action.

15. General Terms

• Changes: We may update this Agreement from time to time. Material changes will be posted on this page with a revised effective date, and where practical we will notify active customers by email. Continued use of the Software after the effective date means you accept the updated terms.

• Entire agreement: This Agreement, together with any signed order form and our Privacy Policy, is the complete agreement between the parties and supersedes prior proposals and discussions. A conflicting term in a signed order form controls over this page.

• Assignment: Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

• Force majeure: Neither party is liable for delays caused by events beyond its reasonable control.

• Severability and waiver: If a provision is held unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver of it.

16. Contact Us

Questions about this Agreement, your license, or an integration? Reach out:

• Email: info@wjewel.com

• Phone: +1 (646) 578 8300

• Address: Ishal Inc., 38 W 48th St, Suite 1004, New York, NY 10036, USA