SyncQ for Microsoft Dynamics 365 & QuickBooks Online
Terms & Conditions / End-User Master Subscription Agreement

IMPORTANT: This End-User License & Subscription Agreement (“Agreement” or “EULA”) is a legal agreement between you (either an individual or a single legal entity, referred to as “YOU” or “YOUR”) and HelloCODER LLP (referred to as “SyncQ”) governing YOUR use of the SyncQ integration application that connects Microsoft Dynamics 365 with Intuit QuickBooks Online (the “Software”).

IF YOU REGISTER FOR A FREE TRIAL FOR THE SOFTWARE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

Definitions.

“Account” refers to the billing account for the Service.
“Agreement” means this Master Subscription Agreement.
“Dynamics 365” means Microsoft Dynamics 365 and the underlying Microsoft Dataverse / Power Platform environment in which the Software is installed.
“QuickBooks Online” or “QBO” means the Intuit QuickBooks Online service that YOU authorize the Software to connect to.
“Documentation” means SyncQ’s online user guides, documentation, and help and training materials, as updated from time to time.
“Third Party” means any third party (i) to which YOU provide access to YOUR Account or (ii) for which YOU use the Service to collect information on the third party’s behalf — including Microsoft and Intuit as the providers of the platforms the Software integrates with.
“Your Data” means electronic data and information submitted by or for YOU to the Purchased Services or collected and processed by or for YOU using the Purchased Services, including data transmitted between Dynamics 365 and QuickBooks Online.
The words “include” and “including” mean “including but not limited to.”

If YOU register for a free trial, SyncQ will make the Software available to YOU on a trial basis free of charge until the earlier of (a) the end of the free trial period for which YOU registered, or (b) the start date of any paid subscription ordered by YOU. Additional trial terms may appear on the trial registration page and are incorporated into this Agreement by reference.

DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. ALL INTELLECTUAL PROPERTY RIGHTS IN THE SyncQ SOFTWARE TOGETHER WITH ANY ACCOMPANYING DOCUMENTATION BELONG TO SyncQ AND/OR ITS LICENSORS. THE SOFTWARE IS LICENSED (NOT SOLD). If YOU do not agree to the terms of this Agreement, SyncQ is unwilling to license the Software to YOU.

1. Grant of Subscription License. In consideration of YOUR agreement to the terms contained in this Agreement, SyncQ grants YOU a limited, non-exclusive, non-transferable license to install and use the Software, in object code form only, within YOUR Microsoft Dynamics 365 environment for YOUR own benefit. The number of user licenses YOU are authorized to use is listed in YOUR Order Form or other procurement documentation. The license is personal to YOU and may not be assigned, sold, or transferred without SyncQ’s prior written consent.

Without limitation, YOU may not permit others to: (i) transfer, sublicense, or assign the license or YOUR rights under it; (ii) alter, adapt, merge, modify, or translate the Software; (iii) reverse engineer, disassemble, or de-compile the Software or attempt to obtain its source code; (iv) create derivative works based on the Software; (v) remove or obscure proprietary notices on or in the Software; or (vi) electronically transfer the Software to any third party, or enable time-sharing or service-bureau use.

The Software is proprietary to SyncQ and/or its licensors. All rights, title, and interest in and to the Software and all copyright, trade-secret, patent, trademark, and other intellectual-property rights remain the exclusive property of SyncQ and/or its licensors. All rights not expressly granted are reserved.

2. Third-Party Platforms (Microsoft & Intuit). The Software operates by connecting YOUR Dynamics 365 environment to YOUR QuickBooks Online company via APIs provided by Microsoft and Intuit respectively. YOUR use of Dynamics 365 is governed by YOUR agreement with Microsoft, and YOUR use of QuickBooks Online is governed by YOUR agreement with Intuit. SyncQ is not a party to those agreements. YOU are solely responsible for maintaining valid subscriptions and credentials for both platforms. SyncQ is not liable for any outage, rate-limiting, API change, data loss, or policy change originating from Microsoft or Intuit, including any resulting disruption to the Software’s functionality.

3. OAuth, Credentials & Authorized Access. To enable sync, YOU will authorize the Software (via OAuth or equivalent) to access data in YOUR Dynamics 365 environment and YOUR QuickBooks Online company. YOU represent that YOU are authorized to grant such access. YOU may revoke that authorization at any time from within Dynamics 365 or QuickBooks Online, which will immediately stop further sync. Revocation does not terminate YOUR payment obligations under an active subscription term.

4. Data Handling. The Software transmits Your Data between Dynamics 365 and QuickBooks Online in accordance with the mappings YOU configure. Tokens required for authentication are stored using reasonable industry-standard protections. SyncQ does not sell Your Data. Operational logs (such as sync events, errors, and API responses) may be retained for support, security, and debugging purposes. For data export, YOU should use the native export tools provided by Microsoft and Intuit; SyncQ does not act as a separate system of record for Your Data.

5. Termination. This Agreement and the licenses granted may be terminated by SyncQ, without refund, if YOU fail to make full payment of any amount due to SyncQ 15 or more days overdue (or 10 or more days overdue in the case of amounts YOU have authorized SyncQ to charge to YOUR credit card). YOUR rights to use the Software will terminate automatically if YOU fail to comply with any term of this Agreement. This Agreement will also terminate without further action if YOU become bankrupt, go into liquidation, make an arrangement with YOUR creditors, have an administrator or receiver appointed, or suffer or file any similar action in consequence of debt.

6. Warranty. SyncQ does not warrant or guarantee that YOU will have uninterrupted or error-free service or operation from the Software. SyncQ does not warrant data security, leakage, corruption, or any data error. SyncQ’s entire liability and YOUR exclusive remedy for any breach of the foregoing warranty will be, at SyncQ’s option, either (a) to repair or update the Software, or (b) to refund the price paid to SyncQ for the Software and terminate this Agreement.

7. Exclusion of Other Warranties. No employee, agent, representative, or affiliate of SyncQ has authority to bind SyncQ to any oral representations or warranty concerning the Software. Any written representation or warranty not expressly contained in this Agreement will not be enforceable. The disclaimers and limitations on liability set forth in this Agreement are fundamental elements of the basis of the agreement between SyncQ and YOU.

8. Disclaimer. SyncQ MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE OR ANY UPDATES OR UPGRADES, OR ANY MATERIALS OR SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING MAINTENANCE AND SUPPORT. SyncQ EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, COURSE OF DEALING, TITLE, AND NON-INFRINGEMENT. SyncQ DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SyncQ SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY OF THE FOLLOWING: (A) loss of business; (B) loss of reputation; (C) loss of profits or goodwill; (D) loss of use; (E) loss, damage, or corruption of data; (F) unauthorized disclosure of sensitive, valuable, or confidential information; (G) loss attributable to YOUR failure to make and retain reasonable back-ups of YOUR data; (H) interruption of business; (I) any indirect, special, incidental, punitive, or consequential damages; or (J) any cost of procuring substitute goods, services, technology, or rights.

YOU acknowledge that the allocation of risk in this Agreement reflects the price paid for the Software. If any exclusion or limitation is held invalid by a court of competent jurisdiction and SyncQ becomes liable for loss or damage that could otherwise be limited, such liability (whether in contract, tort, or otherwise) will not exceed the amount actually paid by YOU for the Software in the twelve (12) months preceding the event giving rise to the claim. YOU shall indemnify and hold SyncQ harmless from any costs, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of third-party claims related to YOUR use of the Software or YOUR violation of this Agreement.

10. Compliance With Law. YOU acknowledge and agree that the Software and any technical data provided hereunder are subject to restrictions and controls imposed by applicable law. YOU agree not to acquire, ship, transfer, or re-export the Software, directly or indirectly, into any country or use it for any purpose prohibited by law. YOU further agree to comply with all laws and regulations of all jurisdictions in YOUR use of the Software.

11. Fees and Service. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement, and any collection expenses (including attorney’s fees) will be included in the amount owed and may be charged to the credit card or other billing mechanism associated with YOUR account.

Fees. YOU will pay all fees specified in Order Forms. Except as otherwise specified, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment. YOU will subscribe to recurring payment via a supported payment processor or provide a valid purchase order. If YOU provide credit-card information, YOU authorize SyncQ to charge such card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal term(s). Charges are made in advance, either annually or in accordance with any different billing frequency stated in the Order Form. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date.

Taxes. SyncQ’s fees do not include taxes, levies, duties, or similar governmental assessments of any nature. YOU are responsible for paying all such taxes associated with YOUR purchases. SyncQ is solely responsible for taxes assessable against it based on its income, property, and employees.

12. Future Functionality. YOU agree that YOUR purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SyncQ regarding future functionality.

13. Portability and Deletion of Your Data. At any time before termination of this Agreement, YOU may export Your Data out of Dynamics 365 and QuickBooks Online using those platforms’ native export tools. The Software does not maintain an independent long-term copy of Your Data; information that cannot be exported from Microsoft or Intuit platforms cannot be provided by SyncQ.

14. General.
(a) Any reseller, distributor, or dealer from whom YOU may have purchased the Software is expressly not appointed or authorized by SyncQ as its agent.
(b) Failure by SyncQ to enforce any particular term of this Agreement shall not be construed as a waiver of any of its rights under it.
(c) If any part of this Agreement is held unenforceable, the validity of the remaining terms will not be affected.
(d) The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the Union Territory of Delhi, without giving effect to principles of conflict of laws. Any action under this Agreement shall be commenced solely in the Union Territory of Delhi. YOU agree that YOU will not contest venue.
(e) No variation, amendment, or addition to this Agreement shall be effective without SyncQ’s prior written consent.

15. Entire Agreement. This Agreement and any addendum or amendment are the entire agreement between YOU and SyncQ with respect to the Software and supersede all previous communications, representations, understandings, and agreements, whether oral or written, with respect to the Software.

Trademarks: Microsoft, Dynamics 365, and Dataverse are trademarks of Microsoft Corporation. Intuit and QuickBooks are trademarks of Intuit Inc. SyncQ is not affiliated with, endorsed by, or sponsored by Microsoft or Intuit.