End User License Agreement

This End User License Agreement ("EULA," "Agreement") is a binding legal contract between you, either an individual or the entity you represent ("you," "User," or "Customer"), and Odyssey Apex LLC, a Florida limited liability company ("Odyssey Apex," "we," "us," or "our"). This EULA governs your access to and use of the Odyssey Apex software products, including but not limited to Odyssey Ledger, Odyssey Insight, and Odyssey Forecast, together with any associated documentation, updates, and services (collectively, the "Software").

By creating an account, connecting your QuickBooks Online account, downloading, accessing, or using the Software in any manner, you agree to be bound by this EULA. If you do not agree, you may not access or use the Software.

1. License Grant

Subject to your compliance with this EULA and timely payment of all applicable fees, Odyssey Apex grants you a limited, non exclusive, non transferable, non sublicensable, revocable license to access and use the Software solely for your internal business purposes during the term of your active subscription.

This license is granted to you on a "Software as a Service" basis. You are not purchasing or being granted ownership of the Software, source code, object code, or any underlying technology. All right, title, and interest in the Software remain with Odyssey Apex and its licensors at all times.

2. Eligibility and Account Registration

To use the Software, you must:

• Be at least 18 years of age
• Have the legal capacity and authority to enter into this Agreement
• If representing a business entity, have authority to bind that entity to this Agreement
• Maintain an active QuickBooks Online subscription with Intuit Inc.
• Operate a legitimate business within the United States
• Provide accurate, current, and complete registration information

You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. Notify us immediately at support@odysseyapex.com if you suspect unauthorized access.

3. QuickBooks Online Integration

The Software is designed to operate as a connected application to Intuit QuickBooks Online. By using the Software:

• You authorize Odyssey Apex to access, read, and where you explicitly configure, write data to your QuickBooks Online account through Intuit's certified APIs
• You acknowledge that the scope and limitations of API access are governed jointly by this EULA and by Intuit's developer terms
• You acknowledge that the Software's functionality depends on the continued availability and proper operation of QuickBooks Online services
• You agree that Odyssey Apex is not responsible for service interruptions, data inaccuracies, or feature limitations originating from QuickBooks Online or Intuit
• You may revoke API access at any time through your QuickBooks Online account settings, which will result in immediate suspension of Software functionality

Your use of QuickBooks Online is separately governed by Intuit's own terms of service and privacy policy. This EULA does not modify, replace, or supersede any agreement between you and Intuit.

4. Permitted Use

You may use the Software solely for the legitimate operation of your contractor business, including:

• Sending automated accounts receivable followup communications to your customers
• Tracking job profitability and operational metrics
• Generating cash flow forecasts and reports
• Other ordinary business functions explicitly supported by the Software

5. Prohibited Use

You agree NOT to:

• Copy, modify, adapt, translate, or create derivative works of the Software
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Rent, lease, sublicense, sell, resell, or otherwise commercially exploit the Software
• Use the Software to develop a competing product or service
• Use the Software in any manner that violates applicable law, including the CAN SPAM Act, Telephone Consumer Protection Act (TCPA), Fair Debt Collection Practices Act (FDCPA), and state consumer protection laws
• Send communications to recipients who have not provided you with a prior business relationship or consent to be contacted
• Use the Software for debt collection in any capacity that would require licensure as a third party debt collector
• Interfere with, disrupt, or attempt to gain unauthorized access to the Software, related systems, or other users' data
• Upload or transmit viruses, malware, or any malicious code
• Use automated means including bots, scrapers, or crawlers to access the Software
• Resell or redistribute the Software's output, reports, or generated data as a product or service offered to third parties

6. Customer Communications and Compliance

The Software, including Odyssey Ledger, enables the automated sending of customer communications including but not limited to invoice followup emails. You represent, warrant, and agree that:

• All customer contact information used within the Software was lawfully obtained and is accurate
• You have an established business relationship with each customer being contacted, including but not limited to existing invoices, contracts, or service agreements
• You are responsible for honoring all opt out and unsubscribe requests from your customers
• You will not use the Software to send communications that are deceptive, harassing, threatening, or in violation of applicable communications law
• You acknowledge that Odyssey Apex acts solely as a software facilitator, not as a sender, debt collector, or party to your customer communications
• You will indemnify and hold Odyssey Apex harmless from any claims, complaints, regulatory actions, or damages arising from communications sent through the Software on your behalf

7. Subscription, Fees, and Payment

Access to the Software is provided on a monthly subscription basis. Current pricing is published at odysseyapex.com. By subscribing, you authorize Odyssey Apex, through our payment processor Stripe, to charge your payment method on file at the start of each billing cycle.

Subscriptions automatically renew each month unless canceled prior to the next billing cycle. Subscription fees are non refundable except where required by applicable law. We reserve the right to modify pricing with at least 30 days' advance notice. Continued use of the Software after a pricing change takes effect constitutes acceptance of the new pricing.

If a payment fails, we may suspend or terminate your access to the Software after providing reasonable notice and opportunity to cure the payment default.

8. Customer Data and Ownership

You retain all rights, title, and interest in the data you provide to or generate within the Software, including data synced from your QuickBooks Online account ("Customer Data").

You grant Odyssey Apex a limited, non exclusive, royalty free license to access, store, process, transmit, display, and otherwise use Customer Data solely as necessary to:

• Provide, maintain, support, and improve the Software
• Detect, prevent, and respond to fraud, abuse, security incidents, and technical issues
• Comply with legal obligations and enforce this Agreement
• Generate aggregated, anonymized statistics and analytics that do not identify you or your customers

Odyssey Apex does not sell Customer Data. You may export or request deletion of Customer Data at any time, subject to our retention obligations under applicable law.

9. Data Security

Odyssey Apex implements industry standard administrative, technical, and physical safeguards designed to protect Customer Data, including:

• Encryption of data in transit and at rest
• Access controls limiting Customer Data access to authorized personnel with a legitimate business need
• Use of PCI DSS compliant payment processors for all financial transactions
• Read only QuickBooks Online API access by default, with write access only as you explicitly configure
• Regular security reviews and vulnerability assessments

No security system is impenetrable. While we work continuously to protect Customer Data, we cannot guarantee absolute security and disclaim liability for unauthorized access or use of Customer Data resulting from circumstances beyond our reasonable control.

10. Intellectual Property

The Software, including all underlying software, source code, object code, designs, user interfaces, trademarks, logos, brand names, content, and documentation, is owned by Odyssey Apex LLC or our licensors and is protected by United States and international intellectual property laws, including copyright, trademark, patent, and trade secret laws.

"Odyssey Apex," "Odyssey Ledger," "Odyssey Insight," "Odyssey Forecast," and associated logos are trademarks of Odyssey Apex LLC. You may not use these trademarks without our prior written consent.

Any feedback, suggestions, or ideas you provide to Odyssey Apex regarding the Software ("Feedback") may be used by us without restriction or obligation to you. You grant us a perpetual, irrevocable, royalty free license to use any Feedback for any purpose.

11. Updates and Modifications

Odyssey Apex may update, modify, enhance, or discontinue features of the Software at any time. We will use commercially reasonable efforts to provide advance notice of material changes that adversely affect Software functionality.

Updates may be deployed automatically without your action. You agree that the license granted under this EULA applies equally to updated versions of the Software.

12. Beta Features and Early Access

From time to time, Odyssey Apex may offer access to beta, preview, or early access features ("Beta Features"). Beta Features are provided "as is" and may contain bugs, errors, or other issues. Beta Features may be modified, suspended, or discontinued at any time without notice. Your use of Beta Features is voluntary, and you assume all risks associated with their use.

13. Cancellation and Termination

13.1 Cancellation by You

You may cancel your subscription at any time through your account dashboard or by contacting support@odysseyapex.com. Cancellation takes effect at the end of the current billing cycle. You retain access through the end of the paid period.

13.2 Termination by Odyssey Apex

We may suspend or terminate your access immediately, with or without notice, if:

• You materially breach this EULA
• You fail to pay subscription fees
• You engage in conduct that creates risk of harm to Odyssey Apex, our users, our infrastructure, or third parties
• Required to do so by law, court order, or government request

13.3 Effect of Termination

Upon termination, the license granted under this EULA immediately ends. We may delete or anonymize your Customer Data in accordance with our retention schedule. Provisions that by their nature should survive termination, including Sections 5 (Prohibited Use), 6 (Customer Communications), 10 (Intellectual Property), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), and 19 (Governing Law and Dispute Resolution), will survive.

14. Third Party Services

The Software integrates with third party services including but not limited to Intuit QuickBooks Online, Stripe, Resend, and Supabase. Your use of these third party services is governed by their respective terms of service and privacy policies. Odyssey Apex is not responsible for the availability, accuracy, content, or operation of third party services.

15. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the maximum extent permitted by applicable law, Odyssey Apex expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non infringement
• Warranties that the Software will be uninterrupted, error free, secure, or free of viruses or harmful components
• Warranties that defects in the Software will be corrected
• Warranties regarding the accuracy, reliability, or completeness of any data, output, or content produced by the Software

The Software does not constitute financial, accounting, tax, legal, or professional advice. Outputs from the Software, including cash flow forecasts, profitability analyses, and recovery estimates, are projections based on the data you provide and industry assumptions. Actual results will vary. You are solely responsible for verifying Software outputs and for all business decisions you make based on those outputs. We strongly recommend consulting a qualified accountant, CPA, attorney, or financial advisor for material business decisions.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODYSSEY APEX LLC, ITS OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, exemplary, or punitive damages
• Loss of profits, revenue, business opportunities, goodwill, or anticipated savings
• Loss of data, business interruption, or system failure
• Damages arising from third party actions, communications sent by you through the Software, or your customers' responses to such communications

Our aggregate liability for any claim arising out of or related to this EULA or the Software, regardless of the cause of action, will not exceed the greater of (a) the amount you paid us in the twelve (12) months immediately preceding the claim or (b) one hundred dollars ($100).

This limitation applies regardless of whether such damages were foreseeable and whether the limitation fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability will be limited to the maximum extent permitted by law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Odyssey Apex LLC, its officers, employees, affiliates, agents, licensors, and suppliers from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or inability to use the Software
• Your Customer Data, including the accuracy and lawful basis for processing
• Communications sent by or on behalf of you through the Software, including responses, complaints, and regulatory actions arising from those communications
• Your violation of this EULA or any applicable law
• Your infringement of the rights of any third party

18. Modifications to this EULA

Odyssey Apex may modify this EULA from time to time. The "Last updated" date at the top of this document indicates when the most recent changes took effect. Material changes will be communicated by email or in product notice with at least 30 days' notice.

Continued use of the Software after changes take effect constitutes acceptance of the revised EULA. If you do not agree with the modified terms, you must cancel your subscription and discontinue use of the Software.

19. Governing Law and Dispute Resolution

This EULA is governed by and construed under the laws of the State of Florida, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to this EULA or the Software will be resolved through binding arbitration administered in St. Lucie County, Florida, in accordance with the rules of the American Arbitration Association. The arbitrator's decision is final and binding. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction for matters relating to intellectual property, confidentiality, or unauthorized access.

YOU AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

20. Export Controls

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions, and that you are not on any U.S. government list of restricted or prohibited persons.

21. Force Majeure

Odyssey Apex will not be liable for any delay, interruption, or failure to perform its obligations under this EULA when caused by events beyond our reasonable control, including but not limited to natural disasters, acts of war or terrorism, civil unrest, labor disputes, internet or utility outages, governmental actions, and pandemic.

22. General Provisions

22.1 Entire Agreement

This EULA, together with our Terms and Conditions and Privacy Policy, constitutes the entire agreement between you and Odyssey Apex regarding the Software and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

22.2 Severability

If any provision of this EULA is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be deemed modified to the minimum extent necessary to be valid and enforceable.

22.3 Waiver

No waiver of any provision of this EULA will be effective unless in writing and signed by an authorized representative of Odyssey Apex. Failure or delay in enforcing any right does not constitute a waiver of that right.

22.4 Assignment

You may not assign or transfer this EULA or any rights under it without our prior written consent. We may assign this EULA freely in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets.

22.5 Notices

Notices to Odyssey Apex must be sent in writing to legal@odysseyapex.com. Notices to you may be sent to the email address on file in your account.

22.6 Relationship of Parties

Nothing in this EULA creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Odyssey Apex. Neither party has authority to bind the other.

23. Contact

Questions about this EULA can be sent to:

Odyssey Apex LLC
Legal: legal@odysseyapex.com
Support: support@odysseyapex.com
Port St. Lucie, Florida, United States

By using Odyssey Apex Software, you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement.