This End-User License Agreement (the Agreement) is a binding contract between Easily Moved Equipment Inc. (eme, we, us) and the person or entity that accesses or uses the Application (you or Customer). By installing, accessing, or using the Application, you agree to be bound by this Agreement. If you do not agree, do not install, access, or use the Application.

1. Definitions

  • Application means the eme Sales + Ops Suite (also referred to as the Quoting App) and every component made available by eme, including the QuickBooks Online connector, web interface, APIs, documentation, and updates.
  • Customer Data means the data Customer or its authorized users submit to, transmit through, or generate within the Application — including data accessed from a connected QuickBooks Online company under the scopes Customer authorizes.
  • Intuit means Intuit Inc., the operator of QuickBooks Online.
  • Documentation means the user guides, help articles, and product information eme makes available for the Application.

2. License grant

Subject to this Agreement, eme grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Application during the term, solely for Customer's internal business operations and only by authorized users acting on Customer's behalf.

3. Restrictions

Customer will not, and will not permit any third party to:

  • copy, modify, translate, or create derivative works of the Application;
  • reverse-engineer, decompile, or disassemble the Application, except to the extent that applicable law expressly permits;
  • rent, lease, resell, sublicense, distribute, or make the Application available to any third party except as expressly permitted;
  • use the Application to build a competing product, or to benchmark it for that purpose;
  • remove, alter, or obscure any proprietary notice on the Application;
  • use the Application to send spam, infringe intellectual-property rights, violate privacy law, or transmit malicious code;
  • attempt to access the Application by means other than the interfaces and credentials eme provides; or
  • use the Application in violation of any applicable law, regulation, or third-party agreement (including Intuit's terms governing QuickBooks Online).

4. QuickBooks Online integration

The Application offers an integration with QuickBooks Online operated by Intuit. When Customer connects a QuickBooks Online company file to the Application:

  • Customer expressly authorizes eme to access, read, and (where Customer enables features that require it) write data to that QuickBooks Online company under the scopes the connection requests and Customer approves at sign-in.
  • Customer's use of QuickBooks Online remains governed by Customer's separate agreement with Intuit. Nothing in this Agreement modifies, reduces, or supersedes that Intuit agreement.
  • Customer is responsible for maintaining the accuracy of its QuickBooks Online configuration (chart of accounts, tax codes, customer records, product/service items) that the Application reads from or writes to.
  • Customer may disconnect the integration at any time from the Application or from Customer's QuickBooks Online Apps screen. Disconnection takes effect promptly; pending Application operations may complete after disconnection initiates.
  • eme is not responsible for changes, outages, or behavior of the QuickBooks Online service itself, or for downstream effects of incorrect Customer configuration.

5. Customer data

As between the parties, Customer owns all Customer Data and grants eme a limited, non-exclusive license to host, transmit, store, process, and otherwise use Customer Data solely to provide, secure, and improve the Application and to comply with law. eme's handling of personal information within Customer Data is further governed by our Privacy Policy.

6. Customer responsibilities

Customer is responsible for:

  • safeguarding account credentials and immediately notifying eme of any suspected compromise;
  • ensuring its authorized users comply with this Agreement;
  • the accuracy, legality, and quality of Customer Data;
  • obtaining any consents, authorizations, and rights necessary for eme to process Customer Data under this Agreement; and
  • using the outputs of the Application — including quotes, estimates, and other commercial documents — with appropriate independent review before relying on them in any binding transaction.

7. Service availability and updates

eme will use commercially reasonable efforts to keep the Application available. The Application may be temporarily unavailable for scheduled maintenance, urgent fixes, third-party outages (including Intuit, hosting providers, and other subprocessors), or events outside eme's reasonable control. eme may modify, enhance, or remove features of the Application from time to time and is not obligated to provide any specific feature in any specific version.

8. Fees

If the Application is provided to Customer under a written commercial agreement, fees, billing terms, and renewals are set out in that agreement and prevail over this Section 8 in the event of a conflict. Where the Application is provided at no charge (for example, internal eme use or a no-cost evaluation), eme may modify or discontinue access at any time without liability.

9. Intellectual property

The Application, all underlying software, designs, branding (including the eme wordmark in Bookman Old Style), Documentation, and all related intellectual-property rights are and will remain the exclusive property of eme and its licensors. No rights are granted to Customer other than the limited license expressly stated in Section 2.

10. Feedback

If Customer or its users send eme feedback, suggestions, or improvement ideas, Customer grants eme a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without restriction or obligation.

11. Confidentiality

Each party will protect the other party's non-public information received in connection with the Application with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use that information only as needed to perform under this Agreement. Customer Data is Customer's confidential information.

12. Warranty disclaimer

Except as expressly stated in a separate written commercial agreement, the Application is provided "as is" and "as available." eme disclaims, to the maximum extent permitted by law, all warranties, conditions, and representations, whether express, implied, statutory, or otherwise — including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

The Application is a business tool, not engineering advice or a substitute for it. Quotes, estimates, configurations, and other commercial outputs produced by the Application must be independently reviewed by Customer before they are issued, executed, or relied upon.

13. Limitation of liability

To the maximum extent permitted by law, in no event will eme be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost data, lost goodwill, business interruption, or cost of substitute services — arising from or related to this Agreement or the Application, whether based in contract, tort, strict liability, or any other theory, and whether or not eme has been advised of the possibility of those damages.

eme's aggregate liability arising out of or relating to this Agreement will not exceed the greater of (a) the fees Customer paid eme for the Application in the twelve months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions the limitations above apply only to the maximum extent permitted by law.

14. Indemnification

Customer will defend, indemnify, and hold harmless eme and its officers, directors, employees, and agents from and against any claim, loss, damage, liability, or expense (including reasonable legal fees) arising out of or related to: (a) Customer Data, (b) Customer's use of the Application in violation of this Agreement or applicable law, (c) any misconfiguration of Customer's QuickBooks Online company or other integrated system, or (d) Customer's representations or commitments to third parties based on the Application's outputs.

15. Term and termination

This Agreement is effective when Customer first accesses or uses the Application and continues until terminated. eme may suspend or terminate Customer's access at any time if Customer breaches this Agreement, if continued use would expose eme to legal or security risk, or, where the Application is provided at no charge, for convenience. Customer may stop using the Application at any time. On termination, the license in Section 2 ends, Customer must stop using the Application, and Sections 5, 9, 10, 11, 12, 13, 14, 16, and 17 survive.

16. Governing law and disputes

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of or relating to this Agreement, except that eme may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. General

  • Entire agreement. This Agreement, together with the Privacy Policy and any signed commercial agreement between the parties, is the entire agreement between eme and Customer regarding the Application and supersedes all prior or contemporaneous understandings.
  • Order of precedence. If there is a conflict between this Agreement and a signed commercial agreement covering the Application, the signed commercial agreement controls for that conflict.
  • Assignment. Customer may not assign this Agreement without eme's prior written consent. eme may assign this Agreement in connection with a merger, acquisition, financing, reorganization, or sale of substantially all of its assets.
  • Waiver and severability. No waiver of any provision will be effective unless in writing. If any provision is held unenforceable, the remainder of this Agreement remains in effect.
  • Independent contractors. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
  • Notice. Notices to eme must be sent to legal@easilymovedequipment.com. Notices to Customer may be sent to the email address associated with Customer's Application account.
  • Updates. eme may update this Agreement from time to time by posting a revised version at this URL. The revised version takes effect on the date indicated. Continued use of the Application after the effective date constitutes acceptance.

18. Contact

Easily Moved Equipment Inc. · Ontario, Canada
Email: legal@easilymovedequipment.com
Toll-free: 1-888-679-5283

This Agreement is provided in good faith and does not constitute legal advice. It will be reviewed and may be revised by counsel as the Application and applicable law evolve.