END USER LICENSE AGREEMENT
NCACVSO QuickBooks Integration
Custom WordPress Plugin Software License
Parties to this Agreement
| LICENSOR | LICENSEENorth Carolina Association of County Veteran Service Officers104 E Main StFranklin, NC 28734Authorized Representative: ____________ |
This End User License Agreement (the “Agreement”) is entered into as of ______________________ (the “Effective Date”) between the Licensor and the Licensee identified above. Each is referred to as a “Party” and together as the “Parties.”
In consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows.
1. Definitions
1.1 Software. The custom WordPress plugin titled NCACVSO QuickBooks Integration, including all source code, object code, configuration files, database schemas, supporting libraries, and Documentation provided by Licensor under this Agreement.
1.2 Site. The WordPress installation operating at ncacvso.com, together with any staging or development environment maintained by Licensor for the purpose of testing and supporting the Software.
1.3 Documentation. Any written materials provided by Licensor that describe the installation, configuration, operation, or maintenance of the Software, including the developer guide, admin training guide, function registry, and similar materials.
1.4 Update. Any patch, bug fix, security release, or revision of the Software issued by Licensor after the Effective Date.
1.5 Authorized User. An employee, officer, board member, or contractor of Licensee who has been granted administrative access to the Site by Licensee for the purpose of operating the membership system.
2. Grant of License
2.1 Subject to the terms of this Agreement and Licensee’s continued compliance with it, Licensor grants Licensee a perpetual, non-exclusive, non-transferable, and non-sublicensable license to install and operate the Software on the Site.
2.2 The license granted in Section 2.1 is limited to a single WordPress installation operating under the domain ncacvso.com. Use of the Software on any other domain, subdomain, or WordPress installation requires a separate written license from Licensor.
2.3 Licensee may permit Authorized Users to access and operate the Software in the ordinary course of administering the Site, provided those Authorized Users are bound by terms of confidentiality and use that are no less protective of Licensor’s rights than this Agreement.
3. Restrictions on Use
Licensee shall not, and shall not permit any third party to:
3.1 Copy, reproduce, distribute, publish, sell, lease, rent, sublicense, or otherwise transfer the Software or any portion of the Software to any third party.
3.2 Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software, except to the extent that such restriction is expressly prohibited by applicable law.
3.3 Remove, alter, conceal, or obscure any copyright, trademark, attribution, or other proprietary notice contained in or affixed to the Software.
3.4 Use the Software in any manner that violates applicable law, regulation, or the rights of any third party.
3.5 Use the Software to develop, market, or evaluate a competing product or service.
3.6 Engage any third party developer or contractor to modify the Software without the prior written consent of Licensor.
4. Ownership and Intellectual Property
4.1 The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, the Documentation, and all related intellectual property, including all copyrights, trademarks, trade secrets, and patents.
4.2 Nothing in this Agreement transfers ownership of the Software, the Documentation, or any portion of either to Licensee.
4.3 Licensee retains full ownership of all member records, transaction records, integration logs, and other data created, stored, or processed by the Software on the Site. The Software does not grant Licensor any ownership interest in Licensee’s data.
4.4 Any feedback, suggestions, or improvement ideas provided by Licensee to Licensor regarding the Software may be used by Licensor without restriction and without obligation to Licensee.
5. Installation, Maintenance, and Support
5.1 Licensor shall install the Software on the Site and configure the initial OAuth connection to Licensee’s QuickBooks Online account. Initial installation and configuration are included in the build fee.
5.2 During the first ninety (90) days following installation (the “Initial Support Period”), Licensor shall provide reasonable support to address defects in the Software at no additional charge. A defect is a failure of the Software to perform substantially as described in the Documentation.
5.3 After the Initial Support Period, ongoing maintenance and support are governed by a separate written agreement between the Parties. In the absence of such an agreement, Licensor has no obligation to provide Updates, bug fixes, monitoring, or support.
5.4 Licensor may issue Updates to the Software at its discretion. Licensee shall apply any Update that Licensor designates as a security release within thirty (30) days of its release.
5.5 Support requests must be submitted in writing to the email address designated by Licensor. Response times are governed by any separate maintenance agreement in effect at the time of the request.
6. Third-Party Services
6.1 The Software interacts with QuickBooks Online, a service provided by Intuit Inc. Licensee’s use of QuickBooks Online is governed by its agreement with Intuit, not by this Agreement.
6.2 Licensor is not responsible for changes, outages, deprecations, pricing changes, or modifications to the Intuit QuickBooks Online API. If Intuit makes changes that require the Software to be rebuilt, materially modified, or replaced, the resulting work is outside the scope of the Initial Support Period and is subject to a separate change order.
6.3 The Software also interacts with WordPress, WooCommerce, WooCommerce Memberships, Gravity Forms, GeoDirectory, and Stripe. Licensor is not responsible for changes to those third-party platforms that affect the operation of the Software. Compatibility work resulting from third-party platform changes is outside the scope of the Initial Support Period.
6.4 Licensee is responsible for maintaining its QuickBooks Online subscription, its Stripe account, and any fees charged by those service providers.
7. Data Handling and Privacy
7.1 The Software transmits transaction and customer data from the Site to QuickBooks Online directly through the Intuit secured API. No transaction data passes through any system operated by Licensor.
7.2 OAuth credentials and refresh tokens are stored on the Site in encrypted form using standard WordPress security primitives. Licensor does not retain copies of Licensee’s QuickBooks credentials, tokens, or transaction data.
7.3 Licensee is the data controller of all member and transaction data. Licensor acts as a data processor only to the limited extent necessary to install, maintain, or troubleshoot the Software.
7.4 Licensee is responsible for compliance with all applicable data protection laws, including any obligations arising under federal or state privacy regulations applicable to Licensee’s members.
8. Warranties and Disclaimers
8.1 Licensor warrants that during the Initial Support Period the Software will operate substantially as described in the Documentation when installed and used in accordance with this Agreement.
8.2 EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, THE SOFTWARE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8.3 LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE SOFTWARE WILL REMAIN COMPATIBLE WITH FUTURE VERSIONS OF WORDPRESS, WOOCOMMERCE, OR THE INTUIT QUICKBOOKS ONLINE API.
9. Limitation of Liability
9.1 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE.
9.2 LICENSOR’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE INITIAL BUILD OF THE SOFTWARE.
9.3 THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH ANY CLAIM IS BASED AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification
10.1 Licensee shall defend, indemnify, and hold harmless Licensor and its officers, employees, and agents from any claim, demand, loss, or action arising out of or related to (a) Licensee’s use of the Software, (b) Licensee’s violation of any third-party right, including any privacy or intellectual property right, or (c) Licensee’s breach of this Agreement, except to the extent caused by Licensor’s gross negligence or willful misconduct.
11. Term and Termination
11.1 This Agreement begins on the Effective Date and continues in effect until terminated under this Section 11.
11.2 Licensor may terminate this Agreement immediately upon written notice if Licensee materially breaches any provision and fails to cure the breach within thirty (30) days after receiving written notice of the breach.
11.3 Licensee may terminate this Agreement at any time by providing written notice to Licensor and ceasing all use of the Software.
11.4 Upon termination for any reason, Licensee shall (a) cease all use of the Software, (b) remove the Software from the Site, and (c) destroy or return all copies of the Software and Documentation in its possession or control.
11.5 Sections 4, 7, 8, 9, 10, 11.4, and 12 survive termination of this Agreement.
12. General Provisions
12.1 Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict of law principles. Any legal action arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in Haywood County, North Carolina, and the Parties consent to the jurisdiction of those courts.
12.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Software and supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written.
12.3 Amendments. No amendment, modification, or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties.
12.4 Assignment. Licensee may not assign or transfer this Agreement or any rights under it, in whole or in part, without the prior written consent of Licensor. Licensor may assign this Agreement at its discretion. Any attempted assignment in violation of this Section is void.
12.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by law.
12.6 No Waiver. The failure of either Party to enforce any provision of this Agreement on any occasion shall not be a waiver of that Party’s right to enforce the provision on any other occasion.
12.7 Force Majeure. Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of nature, labor disputes, internet outages, third-party platform outages, or governmental action.
12.8 Notices. All notices required or permitted under this Agreement must be in writing and delivered to the addresses listed in the Parties block above, by hand delivery, certified mail, or email to an address designated in writing by the receiving Party.
12.9 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between them.
13. Signature Block
By signing below, each Party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them.
FOR LICENSOR
Quickbooks
Signature: ____________________________________________
Printed Name: ____________________________________________
Title: ____________________________________________
Date: ____________________________________________
FOR LICENSEE
North Carolina Association of County Veteran Service Officers
Signature: ____________________________________________
Printed Name: ____________________________________________
Title: ____________________________________________
Date: ____________________________________________
Exhibit A: Software Description
The NCACVSO QuickBooks Integration is a custom WordPress plugin developed by Licensor for installation on the Site. The plugin connects the WooCommerce membership and conference registration system on the Site to the Licensee’s QuickBooks Online account via the Intuit QuickBooks Online API.
Software components:
Main plugin file located at /wp-content/plugins/ncacvso-quickbooks/ncacvso-quickbooks.php
OAuth authentication class for connection, token refresh, and disconnection
API class for QuickBooks invoice and customer creation
Trigger class for WooCommerce order events
Logger class for transaction records written to the wp_ncacvso_qb_log database table
Admin settings page accessible at WooCommerce > QuickBooks within the WordPress admin
Software function:
Creates an invoice in QuickBooks Online when a member completes a check payment for a membership, renewal, conference registration, or guest fee.
Marks the invoice as paid in QuickBooks Online when an administrator marks the corresponding WooCommerce order as completed.
Issues annual late renewal fee invoices for expired memberships on the date set by Licensee.
Refreshes the OAuth access token automatically via a daily WordPress cron job.
Does not process credit card payments. Credit card transactions on the Site are handled by Stripe and synced to QuickBooks Online through a separate Stripe to QuickBooks integration maintained by Licensee.
Exhibit B: Attorney Review Notice
This Agreement is a template prepared by Licensor for use in connection with the licensing of custom WordPress plugin software. Each Party is advised to consult with its own legal counsel before signing.
This document is not a substitute for legal advice. Specific terms relating to the build fee, ongoing maintenance fee, support hours, response times, and any service level commitments should be set out in a separate written agreement between the Parties before this Agreement is executed.
Document prepared: ____________________
Document version: 1.0