EXCELLENTIA FOODS LLC

1. Definitions

1.1 “Application.”

The Company’s internal web-based application described above, including all software, source code, object code, interfaces, databases, content, documentation, configurations, integrations (including the QuickBooks integration), and any updates, upgrades, patches, or modifications thereto.

1.2 “Authorized User.”

An individual who is a current employee or administrator of the Company, to whom the Company has granted credentials to access the Application, and who accesses the Application solely for the Company's internal business purposes.

1.3 “Company Data.”

All data, records, and information entered into, generated by, processed through, stored in, or made accessible by the Application, including all QuickBooks Data, financial records, accounting entries, business records, reports, and outputs. All Company Data is the sole and exclusive property of the Company.

1.4 “Confidential Information.”

Has the meaning given in Section 5.1.

1.5 “Intuit.”

Intuit Inc. and its affiliates, the provider of the QuickBooks and Intuit Developer services with which the Application integrates.

1.6 “Intuit Developer Terms.”

The Intuit Developer Terms of Service and all related Intuit policies, exhibits, and program guides, as may be amended by Intuit from time to time, under which the Company is authorized to develop and operate the Application's QuickBooks integration.

1.7 “QuickBooks Data.”

Any data, including financial, accounting, payroll-adjacent, transactional, customer, vendor, or personal information, that is accessed, retrieved, transmitted, displayed, or processed by the Application through its connection to Intuit QuickBooks Online.

2. License Grant and Reservation of Rights

2.1 Limited License.

Subject to your continuous compliance with this Agreement and your continued employment or engagement with the Company, the Company grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application solely for the Company's internal business purposes and solely in the course of performing your duties for the Company.

2.2 Conditioned on Employment.

This license is granted only for so long as you are an active Authorized User. It confers no ownership interest and no rights beyond those expressly stated. Your license terminates automatically and immediately upon the cessation of your employment or engagement, upon revocation of your access, or upon termination of this Agreement, whichever occurs first.

2.3 Reservation of Rights.

All rights not expressly granted to you are reserved by the Company and its licensors (including Intuit). No implied licenses are granted. The Company may modify, suspend, limit, or discontinue the Application, any feature of it, or your access to it, at any time and in its sole discretion, without notice and without liability to you.

3. Permitted Use and Restrictions

3.1 Authorized Purpose.

You shall use the Application only for legitimate Company business, only as directed or authorized by the Company, and only in compliance with this Agreement, all Company policies, the Intuit Developer Terms, and all applicable laws and regulations.

3.2 Prohibited Conduct.

You shall not, and shall not permit or assist any other person to:

• access or use the Application for any unlawful, fraudulent, deceptive, or unauthorized purpose, or in any manner that could expose the Company or Intuit to civil, criminal, regulatory, or reputational liability;
• access, use, copy, export, download, or disclose Company Data or QuickBooks Data except as required to perform your authorized duties;
• share, transfer, sell, lease, assign, or otherwise make your credentials or access available to any other person, whether or not employed by the Company;
• copy, reproduce, modify, translate, adapt, or create derivative works of the Application or any part of it, except as expressly authorized in writing by the Company;
• copy, reproduce, modify, translate, adapt, or create derivative works of the Application or any part of it, except as expressly authorized in writing by the Company;
• scrape, crawl, harvest, data-mine, bot, index, or use any automated means to access, retrieve, or extract data from the Application, the QuickBooks integration, or any Intuit system;
• use the Application or any data obtained through it for benchmarking, competitive analysis, or to build or assist any product or service that competes with the Application, the Company, or Intuit;
• introduce or transmit any virus, malware, worm, or other harmful or disruptive code, or attempt to gain unauthorized access to, interfere with, disrupt, or circumvent the security of the Application, the QuickBooks integration, or any Company or Intuit system;
• remove, alter, or obscure any proprietary notice, label, or confidentiality legend on the Application or any output; or
• use the Application in any way that would cause the Company to breach the Intuit Developer Terms or any obligation owed to Intuit.

3.3 Consequences of Violation.

Any violation of this Section may result in immediate suspension or termination of your access, disciplinary action up to and including termination of employment, and may give rise to civil or criminal liability. The Company may suspend or terminate your access at any time, in its sole discretion, based on a reasonable suspicion of a violation.

4. Intuit / QuickBooks Integration; Third-Party Terms

4.1 Flow-Down of Intuit Obligations.

The Application connects to Intuit QuickBooks Online under the Intuit Developer Terms, which bind the Company. As an Authorized User, you agree to comply with all provisions of the Intuit Developer Terms that are applicable to your use of the Application, including those relating to data stewardship, responsible use, prohibited uses, and the handling, security, and confidentiality of QuickBooks Data. The Company will make the applicable Intuit requirements available to you upon request.

4.2 No Independent Relationship with Intuit.

Intuit is not a party to this Agreement. You acknowledge that Intuit provides the QuickBooks services “as is,” that the Company's ability to provide the Application depends on Intuit's services, and that Intuit may modify, suspend, or discontinue those services at any time. You acknowledge and agree that Intuit and its affiliates shall have no liability to you for any claims, damages, or liabilities arising from or related to your use of the Application or the QuickBooks integration. Intuit and its affiliates are intended third-party beneficiaries of this Section 4.2 and of the warranty disclaimers and limitations of liability in Sections 10 and 11.

4.3 Handling of QuickBooks Data.

You shall access and process QuickBooks Data solely to perform the functions assigned to you, solely within the scope of the Company's and Intuit's authorizations, and in full compliance with applicable law. You shall not retain, copy, or disclose QuickBooks Data outside the Application except as expressly authorized by the Company in writing.

5. Confidentiality

5.1 Definition.

“Confidential Information” means all non-public information disclosed to or accessed by you through the Application, including the Application itself and its design and source code, Company Data, QuickBooks Data, financial and accounting records, business plans, pricing, customer and vendor information, and any other information that is marked confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that is or becomes public through no fault of yours, or that you can document was lawfully known to you without restriction before disclosure.

5.2 Obligations.

You shall (a) hold all Confidential Information in strict confidence; (b) use it solely to perform your authorized duties; (c) not disclose it to any person inside or outside the Company who does not have a legitimate need to know; and (d) protect it using at least the same degree of care you use for your own confidential information, and in no event less than reasonable care. These obligations survive the termination of your employment and of this Agreement.

5.3 Compelled Disclosure.

If you are legally compelled to disclose Confidential Information, you shall, to the extent legally permitted, promptly notify the Company in writing before disclosure so the Company may seek protection, and you shall disclose only what is legally required.

5.4 Equitable Relief.

You acknowledge that any breach or threatened breach of this Section 5 or of Section 7 would cause the Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Company is entitled to seek injunctive and other equitable relief to prevent or restrain any such breach, without the necessity of posting a bond or other security and without proof of actual damages.

5.5 Whistleblower Immunity Notice.

Notwithstanding any other provision of this Agreement, you are hereby notified, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), that an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade-secret information in the court proceeding, provided that the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

6. Data Security and Incident Reporting

6.1 Security Practices.

You shall comply with all Company security requirements, safeguard your access credentials, use only Company-approved devices and networks where required, and take reasonable measures to prevent unauthorized access to, use of, or disclosure of the Application, Company Data, and QuickBooks Data.

6.2 Incident Reporting.

You shall notify the Company immediately, and in no event later than twenty-four (24) hours, after you discover or reasonably suspect any security incident, including any unauthorized access, loss, theft, compromise, or disclosure of credentials, Company Data, or QuickBooks Data. You shall cooperate fully with the Company in investigating and remediating any such incident. Prompt reporting is required in part to enable the Company to meet its own notification obligations to Intuit and under applicable law.

7. Ownership; Work Product; Feedback

7.1 Company and Licensor Ownership.

The Application and all intellectual property rights in it are and remain the exclusive property of the Company and its licensors (including, as to Intuit's components, Intuit). This Agreement transfers no ownership rights to you.

7.2 Work Product and Data.

All Company Data and all data, records, content, reports, and work product that you enter, create, generate, or develop in or through the Application in the course of your employment are the sole and exclusive property of the Company. To the extent any such materials are deemed your work, you hereby assign all right, title, and interest in them to the Company and agree to execute any documents reasonably necessary to perfect that assignment.

7.3 Feedback.

If you provide the Company any suggestions, ideas, or feedback regarding the Application, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback for any purpose, without obligation or compensation to you.

8. Monitoring; No Expectation of Privacy

8.1 Right to Monitor.

The Application is a Company business system. The Company may access, monitor, record, review, audit, and log all activity within the Application, including your logins, inputs, queries, and outputs, at any time, with or without notice, to the extent permitted by applicable law.

8.2 No Expectation of Privacy.

You acknowledge and agree that you have no expectation of privacy in your use of the Application or in any data, communications, or activity within it. Any data you place in the Application is Company property and is subject to monitoring and disclosure as the Company determines, consistent with applicable law.

9. Account Credentials and User Responsibilities

9.1 Credential Security.

You are responsible for maintaining the confidentiality of your access credentials and for all activity occurring under your credentials. You shall not share, disclose, or allow another person to use your credentials.

9.2 Accurate Information.

You shall provide and maintain accurate, current, and complete information in connection with your use of the Application, and shall promptly update it as needed.

10. Disclaimer of Warranties

10.1 THE APPLICATION IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” FOR THE COMPANY'S INTERNAL BUSINESS USE, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE APPLICATION OR THE QUICKBOOKS INTEGRATION WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DATA WILL BE ACCURATE OR COMPLETE.

11. Limitation of Liability

11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS (INCLUDING INTUIT) SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, OR BUSINESS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE APPLICATION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Nothing in this Agreement limits or alters the at-will nature of your employment (if applicable), any rights you may have under applicable employment or labor laws, or any liability that cannot be limited or excluded under applicable law.

11.3 Notwithstanding the foregoing, nothing in Section 10 or this Section 11 excludes or limits the liability of the Company for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, for death or personal injury caused by its negligence, or for any other liability that cannot be excluded or limited under applicable law, including California Civil Code section 1668. If any exclusion or limitation in Section 10 or this Section 11 is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

12. Term and Termination

12.1 Term.

This Agreement takes effect when you first sign it or access the Application and continues until your access ends.

12.2 Termination.

Your license and access terminate automatically upon the end of your employment or engagement with the Company. The Company may also suspend or terminate your access or this Agreement at any time, with or without cause and with or without notice, in its sole discretion.

12.3 Effect of Termination.

Upon termination, you shall immediately cease all use of the Application, and you shall return or, at the Company's direction, destroy all Company Data, Confidential Information, and Application-related materials in your possession or control. You shall not retain any copies.

12.4 Survival.

Sections 3, 4, 5, 6, 7, 8, 10, 11, 12, and 13, and any other provision that by its nature should survive, will survive termination of this Agreement.

13. General Provisions

13.1 Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

13.2 Venue.

The Parties consent to the exclusive jurisdiction and venue of the state courts located in San Diego County, California, and the United States District Court for the Southern District of California, for any dispute arising out of or relating to this Agreement. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.3 Entire Agreement.

This Agreement is the entire agreement between the Parties regarding your use of the Application and supersedes all prior or contemporaneous understandings on that subject. It does not supersede any separate confidentiality, employment, or proprietary-rights agreement between you and the Company, which remain in full force; in the event of a conflict regarding the Application, this Agreement controls.

13.4 Amendment.

The Company may modify this Agreement at any time. The Company will provide notice of material changes, and your continued use of the Application after the effective date of any change constitutes your acceptance of it.

13.5 Assignment.

You may not assign or transfer this Agreement or any rights under it. The Company may assign it without restriction. This Agreement binds and benefits the Parties and their permitted successors and assigns.

13.6 Waiver.

No failure or delay by the Company in exercising any right is a waiver of that right, and no waiver is effective unless in writing and signed by an authorized representative of the Company.

13.7 Severability.

If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

13.8 Notices; Contact.

Questions about this Agreement, and any notices required under it, should be directed to the Company at chris@excellentiafoods.comor by mail to Excellentia Foods LLC, 2323 Avenida Costa Este, Suite 100, San Diego, CA 92154.

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, I acknowledge that I have read and understood this Agreement, that I agree to be bound by its terms, and that my access to the Application is granted in connection with, and conditioned upon, my employment or engagement with Excellentia Foods LLC.