1. Introduction

This End-User License Agreement ("Agreement") is a legal agreement between Hojjati CPA, APC ("Firm," "we," or "us") and the authorized user ("User") of the Luca Agentic Bookkeeper software application ("Luca" or the "Application"). By accessing or using Luca, you agree to be bound by the terms of this Agreement.

Luca is an internal, proprietary bookkeeping automation tool developed and operated exclusively by Hojjati CPA, APC for use in connection with accounting and bookkeeping services provided to the Firm's authorized clients.

2. License Grant

Hojjati CPA, APC grants you a limited, non-exclusive, non-transferable, revocable license to use Luca solely for the purpose of managing and reviewing bookkeeping data associated with your account as a client of the Firm. This license does not include the right to sublicense, distribute, modify, or create derivative works based on Luca.

3. Permitted Use

Luca may be used solely to: (a) review and approve automated bookkeeping categorizations; (b) access financial data associated with your QuickBooks Online account as authorized; and (c) communicate with Firm personnel regarding bookkeeping matters through the Application interface.

4. Restrictions

You agree not to: (a) reverse engineer, decompile, or disassemble any portion of the Application; (b) use the Application for any purpose other than its intended bookkeeping review function; (c) share your access credentials with any unauthorized party; (d) attempt to access data belonging to other clients of the Firm; or (e) use the Application in any manner that violates applicable law or regulation.

5. Data and QuickBooks Online Access

Luca accesses your QuickBooks Online data through Intuit's authorized OAuth 2.0 API. By using Luca, you authorize the Firm to access, read, and write to your QuickBooks Online company file on your behalf solely for the purpose of providing bookkeeping services. You may revoke this access at any time through your QuickBooks Online account settings or by contacting the Firm.

The Firm will not access your QuickBooks Online data for any purpose other than providing the bookkeeping and accounting services described in your engagement agreement with the Firm.

6. Intellectual Property

Luca and all associated software, algorithms, workflows, and documentation are the proprietary intellectual property of Hojjati CPA, APC. Nothing in this Agreement transfers any intellectual property rights to the User.

7. Disclaimer of Warranties

LUCA IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE FIRM DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL BOOKKEEPING DECISIONS MADE BY THE APPLICATION WILL BE CORRECT. ALL AUTOMATED CATEGORIZATIONS ARE SUBJECT TO REVIEW AND APPROVAL BY A LICENSED CPA BEFORE FINALIZATION.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Hojjati CPA, APC shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of Luca. The Firm's total liability for any claim arising under this Agreement shall not exceed the fees paid by you to the Firm in the three (3) months preceding the claim.

9. Termination

This Agreement is effective until terminated. The Firm may terminate your access to Luca at any time, with or without cause, upon notice to you. Upon termination, you must cease all use of the Application. Sections 6, 7, 8, and 10 shall survive termination.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Los Angeles County, California.