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Terms of Service and End User License Agreement

Effective date: September 24, 2026
Last updated: September 25, 2026

These Terms of Service ("Terms") govern access to and use of the websites, applications, and related software services offered by ScaleUp Solutions LLC, doing business as ScaleUp Solutions ("ScaleUp," "we," "us," or "our"), that reference these Terms (collectively, the "Services"). Our website is https://scaleupsolutions.com, and our application is at https://app.scaleupsolutions.com.

These Terms also serve as the end user license agreement for the Services, including the QuickBooks Online integration. ScaleUp Solutions LLC is the provider and licensor of this application. This agreement is between you and ScaleUp, not Intuit.

"Customer," "you," and "your" mean the business or other organization using the Services or, if you use the Services in your own professional capacity, you as an individual. "Authorized Users" are individuals the Customer permits to use the Services on its behalf.

1. Agreement, authority, and eligibility

By accepting these Terms, creating an account after being presented with these Terms, or using the Services where these Terms have been made available to you, you agree to be bound by them. If you accept for an organization, you represent that you have authority to bind it. If you do not have that authority or do not agree, you must not use the Services.

The Services are intended for business and professional purposes. Authorized Users must be at least 18 years old and legally able to enter into the applicable agreement.

A separate written agreement signed by ScaleUp and the Customer controls over conflicting provisions of these Terms for the services it covers. Any applicable data processing agreement controls conflicting provisions concerning its subject matter. An accepted order form controls the commercial details it expressly addresses. Additional feature terms apply only when provided and accepted as required by law.

2. What the Services provide

The Services provide software and informational tools for accounting data analysis, financial reporting, account reconciliation, and related workflows. Functions may depend on the features enabled for your account, information you provide, and integrations you authorize.

The Services may connect to supported third-party accounting, financial, payroll, CRM, banking, and business platforms, including QuickBooks Online. We do not promise that a particular integration, feature, export, or automated workflow will be available unless expressly agreed in writing. References to future features or integrations are not commitments to deliver them.

3. Software outputs and professional review

The Services do not, by themselves, create an accountant-client, advisor-client, fiduciary, or other professional advisory relationship. ScaleUp provides software under these Terms and does not act as your accounting firm unless professional services are separately contracted in an appropriate written engagement. Any separate accounting, bookkeeping, fractional CFO, or advisory engagement is governed by that agreement.

The software does not provide legal, tax, investment, or financial advice. Reports, reconciliations, classifications, calculations, forecasts, proposed journal entries, automated outputs, and any AI-generated suggestions are informational tools. They may be incomplete, inaccurate, outdated, or unsuitable for a particular accounting treatment, reporting framework, tax position, or business decision.

Outputs depend on Customer Data, user instructions, mappings, assumptions, third-party information, and the behavior of connected systems. The Services do not guarantee error-free records, compliance with a particular accounting standard, discovery of every discrepancy, or detection of fraud.

You are responsible for reviewing important outputs and decisions. In particular, an appropriately qualified person must review proposed journal entries, reconciliation actions, classifications, and accounting treatments before they are relied on or posted. You must also verify important reports against the relevant source records before using them for financial statements, tax filings, lender reporting, payments, or other consequential decisions.

If a supported feature can post or modify records, you are responsible for authorizing the action and reviewing its results. Where a feature permits recurring or automated actions, you must review the configuration, scope of authorization, and ongoing results. A successful synchronization or an item labeled as reconciled does not establish that the underlying accounting treatment is correct.

These responsibilities do not waive any obligation or liability that applicable law does not allow to be waived.

4. Accounts and Customer responsibilities

You must provide accurate account information, keep it reasonably current, and designate people with appropriate authority to manage the account.

You are responsible for:

  • Protecting account credentials and controlling access by Authorized Users.
  • Ensuring that Authorized Users comply with these Terms and remain authorized to access the relevant business records.
  • Promptly notifying us of suspected account compromise or unauthorized use.
  • Providing lawful instructions and obtaining the rights, notices, permissions, and other legal bases needed to submit or connect Customer Data.
  • Reviewing imported data, mappings, classifications, reporting periods, and synchronization results.
  • Maintaining your own necessary source records, accounting records, exports, and other business records, including records needed to satisfy legal retention obligations.
  • Maintaining accounts and permissions with connected providers and complying with their applicable terms.

If you are an accountant, fractional CFO, or other service provider using the Services for clients, you may use supported features for clients that have authorized you to do so. You are responsible for keeping each client's authorization and access appropriately limited. These Terms do not grant rights in a client's data that the client has not authorized you to exercise.

Do not submit categories of data that require protections or contractual commitments the Services do not support. Where a specialized agreement is required for a proposed use, arrange it with ScaleUp before that use. This provision does not remove legal duties that independently apply to either party.

5. Permission to use the Services and acceptable use

Subject to these Terms and any applicable agreement, ScaleUp grants you a limited, nonexclusive, nontransferable right to access and use the Services for your business operations and authorized professional services to your clients. This permission lasts only while your right of access remains in effect. You may allow Authorized Users to exercise it on your behalf.

You must not:

  • Use the Services unlawfully, fraudulently, or in violation of another person's rights.
  • Connect accounts, access records, or direct actions without appropriate authorization.
  • Upload malicious code, interfere with operation, or intentionally overload the Services or connected systems.
  • Circumvent access controls, usage limits, or security measures, or conduct intrusive testing without our written authorization.
  • Obtain another customer's information or use the Services to expose confidential records improperly.
  • Reverse engineer, decompile, or attempt to obtain nonpublic source code except to the extent applicable law expressly permits despite this restriction.
  • Copy or distribute the software or proprietary platform components except as expressly permitted, or remove proprietary notices.
  • Resell access, operate an unauthorized service bureau, or sublicense the platform beyond authorized client services or a written agreement with ScaleUp.
  • Use unauthorized scraping or automation that interferes with the Services or exceeds documented permissions. This restriction does not prohibit supported integrations, authorized automation, or permitted exports of your own data.
  • Impersonate another person, abuse support channels, send unlawful unsolicited communications, or facilitate financial misconduct.
  • Use Intuit-provided information as a consumer report or for a purpose that makes Intuit or ScaleUp a consumer reporting agency or furnisher under the Fair Credit Reporting Act.

We may investigate suspected misuse and take proportionate steps to protect the Services and affected customers, subject to applicable law and the confidentiality obligations below.

6. Third-party integrations and QuickBooks Online

Authorization

You decide whether to connect a supported third-party account. You represent that you have authority to authorize access to that account and its data, including where the account belongs to a client or another organization.

For QuickBooks Online, authorization occurs through Intuit's OAuth process. ScaleUp's access is limited to the permissions and scopes granted. You authorize us to store and use access tokens, refresh tokens, company or realm IDs, and related connection information to maintain the connection and perform the functions you request.

We may retrieve, process, and display authorized information and, where a supported feature and your authorization permit it, transmit instructions or updates back to the connected platform. You must understand and review the actions you authorize. Merely linking an account does not authorize unrelated actions.

Disconnection

You may revoke or disconnect an integration through the provider's available controls or by following ScaleUp's process described in the Privacy Policy. You may contact support@scaleupsolutions.com for assistance. Revocation may stop updates or make dependent features unavailable, and information already imported through a disconnected connection is hidden as the Privacy Policy describes. It does not reverse actions already performed or automatically delete source records held by the provider.

Information previously imported into ScaleUp is handled under the Privacy Policy, any applicable data processing agreement, and the relevant platform requirements, including the specific Intuit-data cessation and deletion rule in Section 8 of the Privacy Policy. Our general processing license does not override that rule. Disconnecting an integration does not itself determine whether a separate commercial agreement has been canceled.

Third-party responsibilities

Your relationship with a connected provider is governed by its terms and policies. Providers may change their APIs, permissions, availability, or fees, or suspend access. We may need to modify or discontinue an affected integration.

Subject to applicable law and any express commitments in a separate agreement, ScaleUp is not responsible for errors, delays, omissions, or failures originating in QuickBooks, another connected platform, Customer Data, a third-party API, or another third-party service. This provision does not excuse ScaleUp from responsibilities that cannot lawfully be excluded.

ScaleUp's use of Intuit-provided data is subject to applicable Intuit developer and API requirements. These Terms do not expand permissions granted by Intuit or another provider, guarantee approval or endorsement by a provider, or transfer ownership of your QuickBooks data to ScaleUp. Third-party names and marks belong to their respective owners.

ScaleUp is responsible for application support, maintenance, and integration troubleshooting. Intuit does not provide support or maintenance for ScaleUp's application. Contact support@scaleupsolutions.com for assistance. We will notify affected users of changes to or discontinuation of the QuickBooks integration and address related inquiries.

7. Commercial terms, billing, and cancellation

ScaleUp does not currently use a payment processor for this application. The absence of a payment processor does not itself establish whether access is free, separately invoiced, or included in another agreement.

[CONFIRM BILLING AND SUBSCRIPTION TERMS, INCLUDING WHETHER ACCESS IS FREE, INVOICED, OR BUNDLED WITH OTHER SERVICES; ANY FEES, TAXES, TERM, RENEWAL, TRIAL, PRICE-CHANGE, REFUND, AND CANCELLATION TERMS; AND THE PROCESS FOR ACCEPTING THEM.]

Any charges and commercial terms must be disclosed and agreed in an applicable order form or other agreement. These Terms alone do not authorize recurring charges or establish an automatic renewal, minimum commitment, trial conversion, refund policy, or payment method.

You may request account closure by contacting support@scaleupsolutions.com. The effective date of cancellation and any effect on agreed fees or a separate service engagement are governed by the applicable agreed commercial terms. Integration disconnection, software account closure, and termination of a separate professional services engagement may require different actions.

8. Customer Data ownership and processing license

"Customer Data" means information that you or your Authorized Users submit to the Services, authorize us to retrieve from connected platforms, or generate from that information through the Services. It includes your underlying financial records, customer-specific entries and classifications, and factual content of customer-specific reports, but excludes ScaleUp's preexisting or independently developed platform technology and templates.

As between you and ScaleUp, you and your applicable licensors retain ownership and other rights in Customer Data. ScaleUp does not claim ownership of Customer Data, including data received from QuickBooks Online. You remain responsible for having the rights necessary to provide and authorize processing of that data.

You grant ScaleUp a limited, nonexclusive license to host, copy, organize, process, analyze, transmit, and display Customer Data as necessary to provide, maintain, secure, and support the Services for you, perform your lawful instructions, and meet applicable legal obligations. We may permit our service providers to exercise these rights only as necessary for their authorized work and subject to applicable confidentiality and data protection obligations.

This license does not authorize us to sell Customer Data or use identifiable customer financial records for unrelated commercial purposes. It continues only as needed for the permitted activities, including limited handling during lawful retention after termination. The Privacy Policy, applicable customer agreement, and provider restrictions further limit this license.

We may use aggregated or de-identified information only as described and permitted in the Privacy Policy, where it cannot reasonably identify a customer or individual and where applicable law, customer agreements, and platform requirements permit the use. The Privacy Policy excludes Intuit-provided data from the general permission for independent aggregated or de-identified reuse.

9. ScaleUp intellectual property, reports, and feedback

ScaleUp and its licensors retain their rights in the application, source code, interfaces, workflows, algorithms, designs, documentation, report formats, reusable templates, and other platform intellectual property. No rights are transferred except those expressly granted in these Terms or a separate agreement.

Ownership of a report template or calculation method does not give ScaleUp ownership of your underlying data or customer-specific factual results. You may use, reproduce, and share reports and other outputs you lawfully generate or export for your business purposes and authorized work for clients, including with advisors, lenders, investors, or other recipients you choose and are entitled to provide the information to. This permission continues after termination for outputs lawfully obtained before termination. It does not authorize distributing the software or selling ScaleUp's reusable templates as a separate product.

If you voluntarily provide product suggestions or feedback, you grant ScaleUp permission to use that feedback to develop and improve its products without compensation or attribution. That permission does not convert Customer Data, confidential accounting records, or other protected information included with a message into unrestricted feedback.

10. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential. Customer Data is your Confidential Information. ScaleUp's nonpublic technology, security details, and business information are its Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under the parties' agreement, protect it with reasonable care, and disclose it only to people and providers who need it for an authorized purpose and are subject to suitable confidentiality duties.

These obligations do not cover information the receiving party can demonstrate was already lawfully known without restriction, becomes public without breach, is lawfully received from another source without a duty of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

A party may disclose information when legally required. Where legally permitted, it will provide reasonable notice and cooperate, at the disclosing party's reasonable expense, with lawful efforts to limit the disclosure. Only the information legally required will be disclosed.

Confidentiality obligations continue after termination for as long as the information qualifies as Confidential Information. Personal information remains subject to applicable privacy and data protection requirements independently of these exceptions.

11. Privacy and data protection

Our Privacy Policy at https://scaleup-ui.onrender.com/privacy explains the handling of personal information. Customer Data is also subject to applicable contractual data protection commitments. Where required by law, the parties must enter into an appropriate data processing agreement before the relevant processing.

You are responsible for providing required notices and establishing a lawful basis for your instructions. ScaleUp is responsible for its own obligations under applicable law and its binding agreements. These Terms do not operate as blanket consent from individuals whose information appears in Customer Data or waive their privacy rights.

12. Availability, updates, and service changes

The Services may be unavailable or delayed because of maintenance, updates, failures, connectivity problems, security measures, or third-party platform changes. Unless expressly agreed in writing, we do not offer a customer service-level agreement or service credits, or promise a particular synchronization frequency, support response time, backup schedule, or recovery objective. This does not limit obligations ScaleUp owes to an integration provider. When an outage affects the QuickBooks integration, we will notify affected users and provide support.

We may correct errors and modify, add, or remove features. Subject to any separate agreement, we will provide reasonable advance notice of a material reduction in core functionality or discontinuation where reasonably practicable. Immediate changes may be necessary for security, legal, or provider-related reasons. We will honor any applicable contractual or statutory rights arising from a change.

Any preview, beta, or experimental feature identified as such may be changed or withdrawn and may have additional limitations disclosed with that feature. You should evaluate its suitability before using it for important financial processes.

13. Suspension and termination

These Terms apply while you use the Services and until the applicable relationship ends, subject to provisions that survive termination.

We may suspend or terminate access for a material breach, unauthorized access, a significant security risk, unlawful activity, a legal requirement, or a provider restriction that prevents us from supplying the Services. Where reasonably practicable and appropriate, we will notify you and provide a reasonable opportunity to resolve a remediable issue. We may act immediately when needed to protect information, comply with law, or prevent harm.

You may stop using the Services and request closure as described in Section 7. Any additional rights to terminate and any required notice are governed by the applicable commercial agreement. For access not subject to a committed term, ScaleUp may end access on reasonable notice, subject to applicable law.

When access ends, your right to use the application ends, integrations may stop, and the data processing license continues only for the limited purposes described in Section 8. Customer Data return, export, and deletion arrangements are: [INSERT THE AVAILABLE EXPORT OR RETURN PROCESS, POST-TERMINATION ACCESS WINDOW, AND ANY AGREED LIMITATIONS]. Retention and deletion are also governed by the Privacy Policy, applicable agreements, platform requirements, and law.

You should obtain necessary records before access ends. ScaleUp is not a substitute for the source accounting system or your legally required recordkeeping process. Termination does not erase obligations already incurred or authorize retention beyond applicable limits.

If access is ended for nonpayment under an applicable fee agreement, we will give notice identifying the period available to retrieve your data and explaining its subsequent deletion, subject to legally required retention and any earlier applicable deletion obligation.

Provisions concerning ownership, permitted use of previously exported outputs, confidentiality, lawful data retention, disclaimers, liability, indemnification, disputes, and other matters intended by their nature to continue will survive termination.

14. Disclaimers

Except for express commitments in a separate binding agreement and to the extent permitted by law, the Services are supplied "as is" and "as available." ScaleUp disclaims implied warranties of merchantability, suitability for a particular purpose, noninfringement, and warranties arising from a course of dealing or trade practice.

We do not warrant that the Services will be uninterrupted, entirely secure, free of errors, or compatible with every connected system, or that any report, reconciliation, classification, forecast, calculation, or other output will be complete or correct. We do not guarantee a business, financial, tax, investment, or regulatory result.

Information in a support response or general product communication does not create a professional engagement or warranty unless included in a binding written agreement. The specific limits and review responsibilities in Section 3 also apply.

These disclaimers do not exclude rights or warranties that applicable law prohibits us from excluding.

15. Limitation of liability

To the extent permitted by law, ScaleUp and its officers, employees, and agents will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business opportunities, or loss of goodwill, arising from or relating to the Services or these Terms, even if advised that such damages were possible.

To the extent permitted by law, ScaleUp's total aggregate liability arising from or relating to the Services and these Terms, under any theory of liability, will not exceed: [INSERT APPROVED LIABILITY CAP AND ANY LOOKBACK PERIOD, INCLUDING AN EXPRESS CAP FOR FREE ACCESS OR ACCESS BUNDLED WITH OTHER SERVICES].

Any separately negotiated limitations or exclusions control to the extent of a conflict. These limitations do not exclude or restrict liability for fraud, willful misconduct, or any other liability that cannot lawfully be limited or excluded. Any additional agreed exceptions to the cap must be expressly stated in the applicable agreement.

16. Customer indemnification

To the extent permitted by law, you will defend ScaleUp and its officers, employees, and agents against third-party claims arising from your unlawful use of the Services, your material breach of these Terms, your unauthorized access to a third-party account, or an allegation that Customer Data or your instructions violate another person's rights. You will pay damages finally awarded and reasonable settlements and defense costs attributable to those claims.

This obligation does not apply to the extent a claim results from ScaleUp's breach, negligence, willful misconduct, or processing outside the authorization granted by the Customer.

ScaleUp will provide reasonably prompt notice of the claim and reasonable cooperation at your expense. A delay in notice reduces your obligations only to the extent it materially prejudices the defense. You may control the defense using reasonably qualified counsel. You may not agree to a settlement that admits wrongdoing by ScaleUp, imposes a nonmonetary obligation on it, or fails to release it from the covered claim without ScaleUp's prior written consent, which will not be unreasonably withheld. ScaleUp may participate with its own counsel at its own expense.

17. Governing law and disputes

These Terms are governed by the laws of the State of Texas, United States, excluding its conflict-of-law rules, except where mandatory applicable law requires otherwise.

The parties will first attempt in good faith to resolve a dispute through their designated contacts. This does not prevent either party from seeking urgent relief or filing an action to preserve a legal deadline.

Subject to mandatory applicable law, disputes arising from these Terms or the Services will be brought in the state or federal courts with jurisdiction over Travis County, Texas, and each party consents to those courts' jurisdiction and venue.

These Terms do not require arbitration or waive participation in a class proceeding. Any different dispute procedure must be expressly agreed in an enforceable agreement.

18. Changes to these Terms

We may revise these Terms to reflect changes in the Services, our business, or applicable law. We will update the date above and provide notice of material changes through a reasonable method, such as email or an in-application notice, before the changes take effect where required by law or reasonably practicable.

Changes apply prospectively and do not retroactively alter an existing dispute. If your affirmative acceptance is legally required, we will obtain it. Otherwise, continued use after the stated effective date constitutes acceptance to the extent permitted by law. If you do not accept a change, you must stop using the Services and may exercise any applicable termination rights.

A change to these Terms does not by itself override a separately signed agreement or authorize a new use of personal information requiring separate consent.

19. Electronic communications and notices

You agree that account communications and contractual notices may be provided electronically, to the extent permitted by law. Keep your contact information current. Electronic records and signatures may be used where legally valid.

Send contractual notices to ScaleUp at support@scaleupsolutions.com or the mailing address in Section 21. We may send notices to the contact information associated with your account or through the Services, as appropriate for the notice and applicable law. This provision does not waive mandatory rules for legal process or delivery of legally required notices.

20. General provisions

  • Entire agreement. These Terms and any applicable agreements accepted by the parties contain their agreement concerning the Services and replace prior discussions on that subject. The precedence rules in Section 1 apply.
  • Assignment. You may not assign this agreement without ScaleUp's prior written consent, except where a separate agreement permits it. ScaleUp may assign it in connection with a merger, reorganization, or transfer of the relevant business, provided the successor assumes the applicable obligations. Any assignment remains subject to applicable law and data protection commitments.
  • Severability. If a provision cannot be enforced, it will be limited or removed to the extent necessary, and the remaining provisions will continue to apply where legally possible.
  • No waiver. A failure or delay to enforce a provision does not waive the right to enforce it later. A waiver must be made by a party with authority to give it.
  • Independent parties. The parties are independent contractors. These Terms alone do not create a partnership, agency, employment, fiduciary, or professional advisory relationship.
  • Events beyond reasonable control. Neither party is responsible for delay or failure caused by events beyond its reasonable control to the extent permitted by law, provided it takes reasonable steps to reduce the impact. This does not remove applicable duties to protect information or obligations that law requires despite the event.
  • No third-party beneficiaries. Except for persons expressly protected by the liability and indemnification provisions, these Terms do not give enforcement rights to anyone other than the parties, unless applicable law requires otherwise.
  • Mandatory rights. Nothing in these Terms limits a statutory right or remedy that cannot lawfully be limited.

21. Contact information

ScaleUp Solutions LLC
Mailing address: 10613 Pointe View Drive, Austin, TX 78738
Support: support@scaleupsolutions.com
Legal notices: support@scaleupsolutions.com
Privacy: support@scaleupsolutions.com
Website: https://scaleupsolutions.com