End-user license agreement.

1. The agreement

This End-User License Agreement ("Agreement") is between Kirk & Co. L.L.C., an Indiana limited liability company ("Kirk & Co.", "we"), and the business that holds a Kirk One account ("Customer") and each person the Customer lets use it ("you"). Kirk One is the CRM, client portal and business software at app.kirk-co.com, including its web pages, its phone pages and its connections to other services (the "Software"). By creating an account (whose Terms of Service include this Agreement) or by signing in, you agree to it. If you use the Software for a business, you confirm you may bind that business. This Agreement works together with our Terms of Service, which cover fees, trials and renewals, and our Privacy Policy; where they differ on the license to the Software, this Agreement applies.

2. License

While the Customer's subscription or trial is active, we grant the Customer and its authorized users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software through a web browser for the Customer's internal business purposes, in line with its plan and the features switched on for its account. The Software is licensed, not sold. We and our licensors keep all rights not expressly granted, including all intellectual property in the Software, its design and the Kirk & Co. and Kirk One names.

3. Accounts and users

The Customer's owner controls the account: who has a sign-in, what each person may see and do, and which connections are made. Each user must keep their sign-in to themselves, use two-step verification where it is required, and tell us promptly at kirk@kirk-co.com if they believe an account has been compromised. The Customer is responsible for its users' activity in the Software.

4. What you may not do

You may not, and may not let anyone else: copy, modify or create derivative works of the Software; reverse engineer, decompile or try to extract its source code, except where the law allows despite this limit; resell, rent, lease or share the Software with anyone outside the Customer's business; get around its security, permissions, usage limits or the separation between accounts; access it by automated means beyond the integrations and webhooks it offers; use it to build a competing product; upload malware; or use it to send spam, to message people without the consent the law requires, or for anything unlawful, deceptive or infringing.

5. Your data

The information the Customer and its users put into or connect to the Software ("Customer Data") belongs to the Customer. The Customer grants us the rights needed to host, process, transmit and display Customer Data to provide, secure and support the Software, as described in the Privacy Policy. We do not sell Customer Data. The Customer is responsible for having the right to the Customer Data it uses, and the notices and consents its customers and staff are owed, including consent for the texts and emails it sends through the Software and notice to its staff before it switches on clock-in locations. The Customer can export its data and, when it leaves, ask us to delete it, except what we must keep by law.

6. Connected services

The Software can connect to services run by others, such as QuickBooks Online (Intuit), Google (Sign-In, Calendar, Business Profile, Analytics, Maps), Meta (Facebook Pages and Messenger), Twilio, Stripe and your own email account. A connection is made only when the Customer or user chooses to make it, and can be ended at any time. Each of those services is governed by its own terms between you and its provider, not by this Agreement; those providers are not parties to this Agreement and give no warranty or support for the Software. We are not responsible for their services, their availability, or changes they make that affect a connection. When you connect one, you authorize us to exchange data with it on your behalf as the Software describes; for example, Kirk One exports to QuickBooks only what you confirm, and never asks QuickBooks to email your customers.

7. Updates and support

We may update, improve, add or remove features of the Software. Some features are offered as previews or are switched on per account. We provide support by email at kirk@kirk-co.com and at support.kirk-co.com, without a service-level commitment.

8. Feedback

If you send us suggestions or feedback, we may use them freely and without obligation to you.

9. Term and termination

This Agreement lasts while the Customer has an account. The Customer may stop at any time by canceling its plan under Settings, Billing. We may suspend or end access if this Agreement or the Terms of Service are breached, if fees go unpaid, or if needed to protect the Software, other customers or the law. When the license ends, use of the Software must stop; sections 4, 5 (as to deletion and export), 6, 10, 11, 12 and 14 continue.

10. Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY LAW, KIRK & CO. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. Information the Software shows from others, such as weather forecasts and alerts, map locations, accounting figures and estimates, is provided for convenience: it may be wrong or late and is not professional, safety, tax or legal advice. Always use your own judgment, and official sources for weather and safety.

11. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, KIRK & CO. WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, ARISING FROM THE SOFTWARE OR THIS AGREEMENT, AND ITS TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES THE CUSTOMER PAID FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.

12. Indemnity

The Customer will defend and indemnify Kirk & Co. against third-party claims arising from Customer Data, from messages the Customer sends through the Software, or from its users' breach of this Agreement.

13. Export and government use

You may not use or export the Software in violation of United States export laws or sanctions. If the Software is used by or for the United States government, it is commercial computer software provided with only the rights in this Agreement.

14. General

This Agreement is governed by the laws of the State of Indiana, without regard to conflict-of-laws rules. We may update it; the date above will change, and continued use after an update means you accept it. If any part is unenforceable, the rest stays in effect. The Customer may not assign this Agreement without our consent; we may assign it to a successor of our business. This Agreement, the Terms of Service and the Privacy Policy are the whole agreement about the Software.

15. Contact

Kirk & Co. L.L.C., Vincennes, Indiana · kirk@kirk-co.com · 812-690-1753