# END-USER LICENSE AGREEMENT
**IMPORTANT: PLEASE READ THIS DOCUMENT IN ITS ENTIRETY**
This End-User License Agreement (hereinafter, "Agreement") creates a legally binding Agreement between you, as an end user of our services (hereinafter, "End User"), and the following company: Loel Garza dba NEXPAY (hereinafter, "Company"). You will be referred to through second-person pronouns such as "your" and "yours." We, the Company, will be referred to with pronouns such as "us," "our," and "ours." Collectively, you and the Company may be referred to as the "Parties" and individually as "Party."
This license governs the use of all of our software products (hereinafter, "Software"), specifically:
application to connect with Quickbooks Online
By accessing, downloading, installing, or otherwise using our Software in any way, you agree to be bound by this Agreement in its entirety. If you do not agree, you must cease use of the Software immediately.
## SOFTWARE LICENSE
When you lawfully access the Software, whether through purchase or other lawful means, we grant you, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable license to use the Software ("License"). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in your use of the Software. This License may not be transferred to any third parties without express, lawful, written permission from the Company and this License terminates upon your cessation of use of the Software.
This License shall be applicable to all lawful End Users of the Software, unless a separate written agreement has been executed between you and the Company.
## LICENSE
The License is provided at no additional cost in conjunction with the free nature of the Software. No fees are collected from End Users.
## ADDITIONAL TERMS
Additional terms may be applicable to the Parties' relationship with each other, such as the Company Terms & Conditions or Terms of Use, the Company Privacy Policy, and any other such written agreements governing your relationship with us. Nothing contained herein is intended to restrict the terms of any other written agreement. Instead, all relevant documents shall be construed as broadly as possible.
## INTELLECTUAL PROPERTY
You agree that the Software, Company website, and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without express written permission from the Company.
## ACCEPTABLE USE
You agree not to use the Software for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Software in any way that could damage the Company website, services, or general business of the Company.
You further agree not to use the Software:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
## REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website;
b) Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference to any host, user, or network;
c) Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.
## MAINTENANCE
This License specifically does not include Software maintenance and support. Please contact the Company for additional details.
## INDEMNIFICATION
You agree to defend and indemnify the Company and any of its affiliates, if applicable, and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Software, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
## SPAM POLICY
You are strictly prohibited from using the Software or any of the Company's services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
## SMS TERMS AND CONDITIONS
These SMS Terms and Conditions apply to text messages sent by or on behalf of NEXPAY.
### Program Name
NEXPAY Payroll Services SMS Program
### Program Description
NEXPAY uses SMS messaging to communicate with clients, authorized payroll contacts, employees, and users regarding payroll services.
Messages may include payroll processing reminders, payroll approval notices, timekeeping reminders, onboarding reminders, direct deposit or payroll status updates, tax document availability notices, service updates, and customer support follow-ups.
### Opt-In Consent
By providing your mobile phone number and separately agreeing to receive SMS messages from NEXPAY, you consent to receive recurring text messages from NEXPAY related to payroll services.
Opt-in may occur through NEXPAY's website, account setup forms, onboarding forms, payroll service agreements, support interactions, verbal consent, or by texting an opt-in keyword such as **START** or **SUBSCRIBE**, where supported.
SMS consent is not a condition of purchase.
### Message Frequency
Message frequency varies based on your payroll schedule, account activity, support requests, service interactions, and communication preferences.
### Message and Data Rates
Message and data rates may apply. Charges are determined by your mobile carrier and wireless plan.
### Opt-Out Instructions
You may opt out of receiving SMS messages from NEXPAY at any time by replying **STOP** to any NEXPAY text message.
After you reply **STOP**, NEXPAY may send a confirmation message that you have been unsubscribed. After that, you will no longer receive SMS messages from NEXPAY unless you opt in again.
### Help Instructions
For help, reply **HELP** to any NEXPAY text message.
You may also contact NEXPAY Support:
Phone: 956-994-1800
Email: [support@nexpay.com](mailto:support@nexpay.com)
Website: https://www.nexpay.com
### Supported Carriers
SMS messages may not be available on all mobile carriers or in all areas. Wireless carriers are not liable for delayed or undelivered messages.
### User Responsibilities
You agree to provide a valid mobile phone number that you are authorized to use.
If your mobile phone number changes, you are responsible for notifying NEXPAY or opting out before the number is reassigned.
### Privacy
NEXPAY's handling of personal information, including mobile phone numbers and SMS consent information, is described in our Privacy Policy:
NEXPAY does not sell, rent, or share mobile phone numbers or SMS opt-in consent information with third parties or affiliates for their marketing or promotional purposes.
Mobile information obtained through SMS opt-in will not be shared with third parties or affiliates for marketing or promotional purposes.
### Changes to SMS Terms
NEXPAY may update these SMS Terms and Conditions from time to time. Updated terms will be posted with this Agreement or applicable terms page.
## SERVICE INTERRUPTIONS
The Company may need to interrupt access to the Software to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Software may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
## NO WARRANTIES
You agree that your use of the Software is at your sole and exclusive risk and that the Software is provided on "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Software will meet your needs or that access to the Software will be uninterrupted or error-free. The Company also makes no warranties as to the reliability or accuracy of any information contained within the Software. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Software is your sole responsibility and that the Company is not liable for any such damage or loss.
## LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your use of the Software, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to the Company in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
## DISPUTE RESOLUTION & GOVERNING LAW
All disputes will be resolved as provided for in the Terms & Conditions or Terms of Service. Should Company not have a live version of any Terms document or any other provisions in any user-facing document covering dispute resolution and governing law, the laws of Texas shall govern any matter or dispute relating to or arising from this EULA or the Company's relationship with End User.
## ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
## HEADINGS FOR CONVENIENCE ONLY
Headings of parts and sub-parts under this Agreement are for convenience and organization only. Headings shall not affect the meaning of any provisions of this Agreement.
## NO AGENCY, PARTNERSHIP OR JOINT VENTURE
No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
## FORCE MAJEURE
The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
## ELECTRONIC COMMUNICATIONS PERMITTED
Electronic communications are permitted to both Parties under this Agreement, including email, SMS, or fax. For any questions or concerns, please contact us at:
NEXPAY
4835 S Jackson Rd
Edinburg, TX 78539
Phone: 956-994-1800
Email: support@nexpay.com
Website: https://www.nexpay.com