Legal

WhizFlow End User License Agreement

Effective Date: March 19, 2026

Important: This document is a business-ready draft based on the current WhizFlow codebase and product behavior. Replace bracketed placeholders before publication and have counsel review it for your jurisdiction, sales model, and compliance requirements.

This End User License Agreement ("Agreement") is between [Company Legal Name], doing business as WhizFlow ("WhizFlow," "we," "us," or "our"), and the person or entity accepting this Agreement ("Customer," "you," or "your").

By accessing or using the WhizFlow software, web application, APIs, hosted platform, related documentation, or related services (collectively, the "Service"), you agree to this Agreement. If you accept on behalf of an organization, you represent that you have authority to bind that organization.

1. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, WhizFlow grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Service for your internal business operations.

2. Ownership

The Service is licensed, not sold. WhizFlow and its licensors retain all right, title, and interest in and to the Service, including all software, workflows, interfaces, designs, documentation, updates, and intellectual property rights. Except for the limited rights expressly granted in this Agreement, no other rights are granted to you.

3. Customer Data

You retain ownership of data, files, contact records, accounting settings, payroll and time records, ACH return materials, uploaded documents, and other information you or your users submit to the Service ("Customer Data").

You grant WhizFlow a limited right to host, copy, process, transmit, display, and otherwise use Customer Data only as necessary to:

  • provide, secure, maintain, and improve the Service;
  • process uploads, SFTP transfers, report delivery, workflow automation, and connected accounting functions;
  • prevent fraud, abuse, and technical issues; and
  • comply with law and enforce this Agreement.

You are responsible for the accuracy, legality, and rights required for Customer Data and for all instructions you provide through the Service.

4. Accounts and Access

You are responsible for:

  • all activity under your accounts;
  • maintaining the confidentiality of usernames, passwords, SFTP credentials, API credentials, and session access;
  • ensuring your users have authority to access the Customer Data they upload or receive; and
  • promptly notifying WhizFlow of unauthorized access or security incidents affecting your use of the Service.

You must use commercially reasonable measures to secure your systems, endpoints, email accounts, and credentials.

5. Acceptable Use Restrictions

You may not, and may not permit any third party to:

  • copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Service except as expressly permitted;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, trade secrets, or underlying ideas of the Service, except to the extent prohibited by law;
  • use the Service to store, transmit, or process unlawful, infringing, fraudulent, defamatory, or malicious content;
  • introduce malware, ransomware, destructive code, or security-testing activity without prior written authorization;
  • bypass authentication, access controls, tenant boundaries, usage limits, or security protections;
  • use the Service to send spam or unauthorized bulk email;
  • access the Service to build a competing product or service; or
  • use the Service in violation of applicable employment, privacy, payroll, export, tax, sanctions, financial, or recordkeeping laws.

6. Third-Party Services and Integrations

The Service may interoperate with third-party services and infrastructure, including email providers, payment processors, hosting providers, SFTP systems, and accounting platforms such as QuickBooks. Your use of third-party services is subject to their separate terms and privacy policies.

WhizFlow is not responsible for third-party services, including their availability, security, functionality, or data handling practices. If a third-party integration becomes unavailable or changes functionality, WhizFlow may modify or discontinue related features.

7. Fees and Subscription Terms

If you purchase a paid subscription, you agree to pay all applicable fees, taxes, and charges under your order form, subscription plan, or billing terms. Fees are non-refundable except as required by law or expressly stated in writing.

If your Service includes recurring billing, you authorize recurring charges until cancellation. WhizFlow may suspend or limit access for overdue amounts after reasonable notice.

8. Suspension and Termination

WhizFlow may suspend or terminate your access immediately if:

  • you materially breach this Agreement;
  • your use creates a security risk or legal exposure;
  • required by law; or
  • fees remain unpaid after notice and opportunity to cure, where commercially reasonable.

You may stop using the Service at any time. Upon termination or expiration, your license ends immediately. Sections that by their nature should survive will survive, including ownership, disclaimers, limitations of liability, payment obligations accrued before termination, and indemnity obligations.

9. Availability, Updates, and Support

WhizFlow may update, enhance, modify, or discontinue features from time to time. We will use commercially reasonable efforts to avoid materially degrading core purchased functionality during an active paid term, except where changes are required for security, compliance, or third-party dependency reasons.

Unless separately agreed in writing, no specific uptime, support response time, disaster recovery objective, or service level commitment applies.

10. Confidentiality

Each party receiving non-public information from the other party ("Recipient") will use the other party's confidential information only as necessary for this Agreement and will protect it using reasonable care. Confidential information does not include information that:

  • becomes public without breach of this Agreement;
  • was lawfully known by the Recipient without confidentiality duty;
  • is lawfully received from a third party without confidentiality duty; or
  • is independently developed without use of the discloser's confidential information.

The Recipient may disclose confidential information if required by law, provided it gives notice where legally permitted.

11. Compliance Responsibilities

WhizFlow provides workflow and software tooling. You remain responsible for:

  • your payroll, accounting, tax, ACH, labor, employment, and benefits compliance;
  • the content and recipients of reports and notifications;
  • validating outputs before use or distribution; and
  • obtaining any required consents, notices, or authorizations from your workers, customers, contractors, or contacts.

WhizFlow does not provide legal, tax, accounting, banking, or employment advice.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WHIZFLOW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WHIZFLOW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT OUTPUTS, DELIVERIES, OR INTEGRATIONS WILL ALWAYS BE COMPLETE, ACCURATE, OR TIMELY.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • WHIZFLOW WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES; AND
  • WHIZFLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO WHIZFLOW FOR THE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

14. Indemnity

You will defend, indemnify, and hold harmless WhizFlow and its affiliates, officers, directors, employees, and contractors from third-party claims arising out of:

  • your Customer Data;
  • your use of the Service in violation of this Agreement or applicable law; or
  • your violation of third-party rights.

15. Export and Sanctions

You may not use the Service in violation of export control or sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a restricted jurisdiction and are not on any prohibited-party list applicable to the Service.

16. Governing Law and Disputes

This Agreement is governed by the laws of [State/Country], excluding conflict of laws rules. The courts located in [County, State/Country] will have exclusive jurisdiction, and each party consents to those courts and venue.

If you prefer arbitration, replace this section with counsel-approved arbitration language before publication.

17. Changes to This Agreement

WhizFlow may update this Agreement from time to time. If we make a material change, we will provide notice by posting an updated version in the Service or by other reasonable means. Your continued use of the Service after the effective date of the updated Agreement constitutes acceptance of the updated Agreement.

18. General

This Agreement, together with any order form or written subscription terms, is the entire agreement between the parties regarding the Service and supersedes prior or contemporaneous discussions on that subject. If any provision is unenforceable, the remaining provisions remain in effect. You may not assign this Agreement without WhizFlow's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. WhizFlow may assign this Agreement as part of a corporate transaction.

19. Contact Information

For legal notices or questions about this Agreement, contact:

[Company Legal Name]
[Mailing Address]
[Legal Contact Email]
[Support Email]

Publication Checklist

Before publishing, replace:

  • [Company Legal Name]
  • [State/Country]
  • [County, State/Country]
  • [Mailing Address]
  • [Legal Contact Email]
  • [Support Email]

Confirm separately whether you want:

  • a Terms of Service instead of, or in addition to, a strict EULA;
  • an arbitration clause or court venue clause;
  • a DPA and subprocessors list for B2B sales; and
  • separate website terms for marketing-site visitors.
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