End-User License Agreement

1. The agreement

By creating an account or using Decidan you agree to these terms on behalf of the organization you represent (“Customer”). If Decidan is provided to Customer through an accounting firm’s service engagement, the firm’s engagement letter governs the services; these terms govern use of the software. If you do not agree, do not use the service.

2. The license

We grant Customer a non-exclusive, non-transferable right to access and use Decidan for its internal business purposes during the subscription term, for the number of organizations and agent seats subscribed. Customer may permit its authorized users (employees, contractors, and engaged professional advisors) to use the service under these terms and remains responsible for their use.

3. Customer data and the record

• Customer owns its data. All business data submitted to or generated for Customer in Decidan, including the append-only decision record, belongs to Customer. We claim no rights in it beyond what is needed to operate the service.
• Export. Customer may export its record at any time. On termination we provide a 30-day export window before deletion per the Privacy Policy.
• Authorizations. Customer is responsible for the accuracy of data it supplies, for the rules and authority limits it configures, and for maintaining the confidentiality of its users’ credentials.

4. What Decidan is — and is not

Decidan is an SMB Operating System — an operating system for running a small or mid-sized business. Decidan prepares decisions; humans make them. The service computes figures deterministically from Customer’s data, presents options with reasoning, executes the rules Customer configures, and records outcomes. Outputs are decision support for Customer’s own judgment. Decidan is software: it is not an accountant, auditor, lawyer, broker, or investment adviser, and its outputs are not professional, legal, tax, accounting, or investment advice. Where professional judgment is required, Customer should rely on its engaged professionals. Customer retains full responsibility for decisions made, including decisions executed by pre-agreed default rules Customer configured.

5. Acceptable use

• No unlawful use, no infringement of others’ rights, no uploading of data Customer lacks the right to process.
• No attempts to breach security, access other organizations’ data, or circumvent authority controls.
• No resale, sublicense, or service-bureau use except under a partner agreement with us in writing.
• No reverse engineering except where law permits notwithstanding this clause.

6. Third-party connections

Connections Customer authorizes (for example QuickBooks Online) are governed additionally by the third party’s terms. We access such systems read-only, within the scope authorized, and stop immediately upon disconnection. We are not responsible for third-party services.

7. Fees

Subscription fees, billing cadence, and any partner or founder pricing are set in the applicable order form or engagement letter. Fees are exclusive of taxes.

8. Confidentiality

Each party protects the other’s confidential information with at least reasonable care and uses it only to perform under this agreement. Customer data is Customer’s confidential information. This clause survives termination for five years; trade secrets, for as long as they remain trade secrets.

9. Warranties and disclaimers

We warrant that the service will operate materially as described in our documentation. OTHERWISE THE SERVICE IS PROVIDED “AS IS”; WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUTPUTS ARE ERROR-FREE OR THAT THE SERVICE WILL BE UNINTERRUPTED.

10. Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS BEFORE THE CLAIM. THESE LIMITS DO NOT APPLY TO BREACHES OF SECTION 8, MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

11. Term, suspension, termination

The agreement runs for the subscription term and renews per the order form. Either party may terminate for material breach uncured within 30 days of notice. We may suspend access immediately for security threats or unlawful use, with notice as soon as practicable. Sections 3 (export), 8, 9, 10, and 12 survive termination.

12. General

Governing law: the laws of the State of Illinois, without regard to conflict-of-laws rules. Venue: the state courts sitting in McHenry County, Illinois, or the federal courts of the Northern District of Illinois, and each party consents to that jurisdiction. Assignment only with consent, except to a successor in a merger or asset sale. Notices by email to hello@decidan.ai and to Customer’s Principal email. If a clause is unenforceable, the rest stands. This agreement plus the order form and Privacy Policy are the entire agreement for the software; the accounting firm’s engagement letter remains the agreement for professional services.