1. Parties and acceptance
This agreement is between [LEGAL ENTITY NAME], of [REGISTERED ADDRESS] ("Extrusia", "we", "us"), and the organisation that subscribes to the service ("Customer", "you"). If you are using Extrusia on behalf of an organisation, you confirm that you are authorised to accept these terms for it, and "you" means that organisation.
If a signed order form or master services agreement exists between us, that document governs where it conflicts with this one.
2. Licence we grant you
For as long as your subscription is current and you comply with this agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use Extrusia for your own internal business purposes, for the number of users and the modules your subscription covers.
Extrusia is provided as a hosted service. This is a licence to use it, not a sale of the software, and all rights we do not expressly grant are reserved.
3. Accounts and access
- You are responsible for everything done under your accounts, including by your staff, your shop-floor logins, and any dealers you invite into Dealer Connect.
- Keep credentials confidential. Tell us promptly if you believe an account has been compromised.
- Give each person their own account. Do not share office credentials between people. Shared bench logins exist for the shop floor and are deliberately limited to what that bench does.
- You decide what role each person holds and therefore what they can see. Reviewing that is your responsibility, and we provide the controls to do it.
- API keys are credentials. Treat them as such, and revoke any that are no longer needed.
4. Acceptable use
You agree not to:
- Copy, modify, translate, decompile, disassemble or reverse engineer the software, or attempt to derive its source code, except to the extent that law expressly permits it despite this restriction.
- Resell, rent, lease, sublicense, time-share or otherwise make Extrusia available to a third party as a service, except for the dealer and portal access that Extrusia itself provides for that purpose.
- Use it to store or transmit unlawful, infringing or malicious material, or to send unsolicited bulk email.
- Attempt to gain access to another customer's workspace or data, probe or test the security of the service without our written permission, or interfere with its normal operation.
- Use the service to build a competing product, or benchmark it for publication without our consent.
- Remove or obscure any proprietary notice, or use our name, logo or branding except as we permit.
- Exceed documented API rate limits or use automated means to place unreasonable load on the service.
We may suspend access if use of the service threatens its security, its availability for other customers, or breaks the law. Where the circumstances allow it, we will tell you first.
5. Your data
Your data stays yours. Everything you enter or import into your workspace, and everything the service generates from it, belongs to you. You grant us only the licence we need to host, process, transmit, back up and display it in order to run the service for you and support you.
You are responsible for having the right to put that data into Extrusia, including any personal information about your customers, dealers, suppliers and staff, and for meeting the privacy obligations you owe those people. Our handling of personal information is described in our Privacy Policy, which forms part of this agreement.
You may export your data at any time while your subscription is live, using the export features and the API. On termination, see section 14.
6. Connected services
Extrusia can connect to systems you already run, including Intuit QuickBooks Online, QuickBooks Time, payment processing through Stripe, email delivery, and social platforms for marketing.
- Connecting a service is your choice, and you make it with an administrator account.
- Your use of each third-party service remains governed by your own agreement with that provider. In particular, your use of QuickBooks Online is governed by your agreement with Intuit, not by this one.
- You authorise us to access those services on your behalf, within the permissions you approve, in order to provide the features you have asked for.
- We are not responsible for a third-party service being unavailable, changing its interface, or changing its terms. We will make reasonable efforts to keep our integrations working.
- You may disconnect any connected service at any time from the Integrations screen.
On accounting specifically. Extrusia is not an accountant and does not provide accounting, tax or legal advice. Figures it produces, including anything read from or written to QuickBooks, are for your business use and remain subject to your own review and to your accountant's judgement. You are responsible for the accuracy of your books.
7. AI features
Josie and other assistive features use third-party AI models to answer questions, draft text, and summarise information from your workspace.
- Output can be wrong. Treat it as a draft or a suggestion, and review it before acting on it, particularly where money, commitments to customers, or production decisions are involved.
- Actions that change records are put to a person for approval, unless you have deliberately granted automatic authority to specific named actions. If you grant that authority, you accept responsibility for what those actions do within the limits you set.
- AI features can be switched off for your workspace.
- Usage may be metered and subject to fair-use ceilings described in your subscription.
8. Fees and subscription
Fees, the billing period, the number of users and the modules included are set out in your order form or in the subscription you selected. Unless that document says otherwise:
- Fees are payable in advance and are stated exclusive of taxes, which you are responsible for.
- Subscriptions renew automatically for successive periods unless cancelled before the renewal date.
- Fees already paid are non-refundable except where required by law or expressly agreed.
- We may change prices for a future renewal period on at least 30 days' notice.
- If payment is overdue we may suspend the service after giving you notice and a reasonable chance to put it right.
9. Our intellectual property
Extrusia, including the software, its interfaces, documentation, and the Extrusia name, logo and branding, is owned by us and protected by intellectual property law. Feedback you give us about the product may be used freely to improve it, without obligation to you and without giving us any right to your data.
10. Confidentiality
Each of us may learn confidential information belonging to the other. Both of us agree to protect it with at least reasonable care, to use it only for the purposes of this agreement, and not to disclose it except to people who need it and are under similar obligations. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law.
11. Warranties and disclaimers
We warrant that we will provide the service with reasonable skill and care, and that we will not materially reduce its core functionality during a paid subscription period.
Except as expressly stated in this agreement, the service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the service will be uninterrupted or error free, or that it will meet every requirement you have.
12. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost data, however caused and on any theory of liability, even if advised of the possibility.
Each party's total aggregate liability arising out of or relating to this agreement is limited to the fees you paid or owed for the service in the twelve months before the event giving rise to the claim.
Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.
13. Indemnity
You will defend and indemnify us against third-party claims arising from your data, from your use of the service in breach of this agreement, or from your violation of law or the rights of another. We will defend and indemnify you against third-party claims that the service as we supply it infringes their intellectual property rights, provided you tell us promptly and let us control the defence.
14. Term and termination
- This agreement runs for as long as you have an active subscription.
- Either party may terminate for material breach that is not cured within 30 days of written notice.
- You may cancel your subscription in line with section 8.
- On termination your right to use the service ends. Connected services are disconnected and their stored credentials are deleted.
- You may request a full export of your data for 30 days after termination. We will then delete your workspace and its database within 90 days, unless law requires us to keep something longer.
- Sections that by their nature should survive termination do so, including sections 5, 9, 10, 11, 12, 13 and 15.
15. General terms
Changes. We may update this agreement. If a change is material we will give notice in the workspace or by email at least 30 days before it takes effect, and continuing to use the service after that means you accept it. If you do not accept a material change, you may terminate before it takes effect.
Governing law. This agreement is governed by the laws of [STATE], United States, without regard to its conflict of laws rules, and the courts located in [COUNTY, STATE] have exclusive jurisdiction.
Assignment. Neither party may assign this agreement without the other's consent, except to a successor in a merger or sale of substantially all assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Entire agreement and severability. This agreement, with the Privacy Policy and any order form, is the entire agreement between us about the service. If any provision is held unenforceable, the rest remains in force.
No waiver. Failure to enforce a provision is not a waiver of it.
16. Contact
Questions about this agreement go to:
Extrusia
[LEGAL ENTITY NAME AND REGISTERED ADDRESS]
Email: legal@extrusia.com