End-User License Agreement

Agreement to these terms

By installing, connecting, accessing, or using the Kepd Trade Platform application (the “App”), you accept this Agreement in full. If you do not accept it, do not install or use the App.

If you accept this Agreement on behalf of a company or other organisation, you represent that you have the authority to bind that organisation, and “you” refers to that organisation.

Definitions

• “Kepd”, “we”, “us”, “our” means Eastmarket Investments Pty Ltd (ACN 636 076 974), registered at 10/100 Hay Street, Subiaco WA 6008, Australia.
• “App” means the Kepd Trade Platform software, its web interface, APIs, and its QuickBooks Online connector, together with any updates and documentation.
• “QuickBooks” means Intuit QuickBooks Online, operated by Intuit Inc.
• “Customer Data” means data you submit to the App or authorise the App to read from your QuickBooks company file, including transactions, invoices, estimates, items, customers, suppliers, and chart-of-accounts records.
• “Authorised User” means an individual you permit to access the App under your account.

Licence grant

Subject to your compliance with this Agreement and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the App for your internal business purposes during the term.

What the licence does not include

The App is licensed, not sold. We reserve all rights not expressly granted. You receive no ownership interest in the App or any part of it.

Accounts and eligibility

You must be at least 18 years old and capable of forming a binding contract. You must provide accurate registration information and keep it current.

You are responsible for all activity under your account, for keeping credentials confidential, and for ensuring every Authorised User complies with this Agreement. Notify us promptly at info@kepd.com.au if you suspect unauthorised access.

Connecting QuickBooks

The App connects to QuickBooks using Intuit’s OAuth 2.0 authorisation. By completing the connection you authorise the App to read and, where you enable it, write data in the QuickBooks company file you select, within the scopes shown to you during authorisation.

You represent that you are authorised to grant that access for the company file in question. You remain responsible for your separate agreement with Intuit and for maintaining an active QuickBooks subscription.

You may revoke the connection at any time from within the App or from the Apps section of your QuickBooks account. Revoking the connection stops further synchronisation.

Accuracy of synchronised records

The App transfers and transforms accounting records. You are responsible for reviewing synchronised records for accuracy before relying on them for accounting, tax, statutory reporting, or trading decisions. We recommend maintaining independent backups of your QuickBooks data.

Your data

As between you and us, you own all Customer Data. You grant us a limited licence to host, process, transmit, and display Customer Data solely to operate and support the App for you, and as described in our Privacy Policy.

We do not sell Customer Data, and we do not use data obtained from QuickBooks for advertising or for any purpose unrelated to providing the App to you.

Acceptable use

You agree not to, and not to permit any third party to:

• copy, modify, translate, or create derivative works of the App;
• reverse engineer, decompile, or disassemble the App, except where that restriction is prohibited by applicable law;
• rent, lease, resell, sublicense, or provide the App as a service bureau to third parties;
• circumvent access controls, rate limits, or authentication mechanisms, including those of Intuit;
• access data belonging to any QuickBooks company you are not authorised to access;
• introduce malware or interfere with the integrity or performance of the App;
• use the App to violate any law, regulation, sanctions programme, or third-party right;
• use automated means to scrape or extract data beyond the App’s documented interfaces.

We may suspend access immediately where we reasonably believe this section has been breached or where continued access presents a security risk.

Fees and billing

Access to the App is provided on the plan and at the prices published at kepd.com.au/pricing or set out in your order form. Fees are stated in Australian dollars (AUD) and are exclusive of taxes, which you are responsible for.

Subscriptions renew automatically for successive periods unless cancelled before the renewal date. Except where required by law, fees are non-refundable. We may change pricing on 30 days’ written notice, effective at your next renewal.

If the App is offered free of charge, we may modify or discontinue the free offering at any time.

Intellectual property

The App, its source code, design, trademarks, and all related intellectual property are and remain the exclusive property of Kepd and its licensors. “Kepd” and the Kepd logo are trademarks of Eastmarket Investments Pty Ltd.

Feedback

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

Third-party services

The App interoperates with QuickBooks and may interoperate with other third-party services. Those services are governed by their own terms, and we are not responsible for their availability, accuracy, security, or acts and omissions.

Intuit is not a party to this Agreement. Intuit does not sponsor, endorse, or warrant the App, and has no obligation or liability to you in connection with it. Changes Intuit makes to its APIs may affect App functionality.

Confidentiality

Each party may receive non-public information from the other. The receiving party will protect that information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisers who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

Disclaimer of warranties

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where liability for breach of such a guarantee can be limited, our liability is limited, at our option, to resupplying the App or paying the cost of having it resupplied. Some other jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

Limitation of liability

Nothing in this Agreement excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

Indemnification

You will defend, indemnify, and hold harmless Kepd and its officers, employees, and agents against claims, damages, and reasonable costs arising from your Customer Data, your use of the App in breach of this Agreement, or your violation of law or third-party rights.

Term and termination

This Agreement begins when you first use the App and continues until terminated.

You may terminate at any time by disconnecting the App from QuickBooks and closing your account. We may terminate or suspend for material breach, non-payment, legal requirement, or on 30 days’ notice if we discontinue the App.

Effect of termination

Your licence ends immediately. We will delete or return Customer Data in accordance with the retention periods described in our Privacy Policy. Sections 6, 9, and 11 through 18 survive termination.

Changes to the app and terms

We may update the App, including adding, changing, or removing features. We may amend this Agreement by posting a revised version with a new effective date and, for material changes, giving notice by email or in-app at least 30 days in advance. Continued use after the effective date constitutes acceptance.

Governing law and disputes

This Agreement is governed by the laws of Western Australia, Australia, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of Western Australia.

Before filing a claim, each party agrees to attempt to resolve the dispute informally by contacting the other and allowing 30 days to reach a resolution.

General provisions

• Entire agreement. This Agreement, together with the Privacy Policy and any order form, is the entire agreement between the parties on this subject.
• Assignment. You may not assign this Agreement without our written consent. We may assign it in connection with a merger, acquisition, or sale of assets.
• Severability. If a provision is held unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Export and sanctions. You represent that you are not located in, or acting on behalf of anyone in, a country or on a list subject to applicable trade sanctions.
• Notices. Notices to you may be sent to the email on your account. Notices to us go to info@kepd.com.au.

Contact

Questions about this Agreement can be sent to info@kepd.com.au or by post to 10/100 Hay Street, Subiaco WA 6008, Australia.