End User License Agreement.

Agency OS is operated by Vicarious LLC d.b.a. Crown Social (“Crown,” “we,” “us,” or “our”). “Customer” means the organization that obtains access to Agency OS. “User” means an individual authorized by Customer to use Agency OS. “You” means the Customer and, where applicable, the User accepting this Agreement.

By creating an account, accepting an order form, connecting a third-party service, or accessing or using Agency OS, you agree to this Agreement and our Privacy Policy. If you do not agree, do not access or use Agency OS.

If an executed order form, services agreement, or other written agreement between Customer and Crown expressly conflicts with this Agreement, the executed agreement controls for that conflict.

Agency OS is an agency-operations platform designed to help authorized users organize and understand clients, engagements, projects, capacity, time, retainers, communications, financial workflows, and related operational information (the “Service”). Features may include connections to third-party services such as QuickBooks Online.

The Service is an operational tool. It does not provide legal, tax, accounting, employment, investment, or other regulated professional advice. Reports, forecasts, classifications, recommendations, and automated outputs may contain errors and must be reviewed by qualified people before being relied upon.

You must provide accurate account information and keep it current. You are responsible for safeguarding credentials, using reasonable security controls, and promptly notifying us of suspected unauthorized access.

Customer administrators control User access, roles, permissions, connected services, and certain retention and configuration choices. Customer is responsible for its Users and for ensuring that each User is authorized to access the Customer Data made available to that User.

A User who connects QuickBooks or another provider represents that the User is authorized to grant Agency OS access to the selected company and data. You must not connect a company, account, or dataset you are not authorized to administer.

Subject to this Agreement and payment of applicable fees, Crown grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to permit its authorized Users to access and use the Service for Customer's internal business operations.

No software is sold under this Agreement. Crown and its licensors reserve all rights not expressly granted.

“Customer Data” means information, content, records, and materials submitted to, stored in, generated through, or made available to the Service by or for Customer, including data obtained from connected services at Customer's direction.

As between Crown and Customer, Customer retains its rights in Customer Data. Customer grants Crown a worldwide, non-exclusive, limited license to host, copy, transmit, transform, display, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, maintain, and improve the Service; comply with law; prevent fraud or abuse; and perform obligations authorized by Customer.

Customer is responsible for the legality, accuracy, quality, and integrity of Customer Data and for providing all notices and obtaining all consents required to submit and process it. Customer must not use the Service to process data in a way that violates law, another person's rights, or Customer's own commitments.

Operational transformations or mappings performed by Agency OS do not change ownership of the underlying Customer Data. Aggregated or de-identified information that cannot reasonably identify Customer, a User, or another person may be used to operate, secure, analyze, and improve the Service, subject to applicable law.

The Service may interoperate with products not controlled by Crown. Your use of a third-party service is governed by your agreement with that provider. Crown is not responsible for third-party services, their availability, their security, or changes to their APIs or terms.

If you connect QuickBooks Online, you authorize Agency OS to access and, where a feature expressly permits, create or update QuickBooks data within the permissions you approve. You may disconnect QuickBooks through Agency OS integration settings or through QuickBooks. Disconnecting revokes future provider access but does not, by itself, terminate your Agency OS account or necessarily delete previously synchronized records. Deletion is governed by the Privacy Policy, your settings, and applicable law.

Agency OS is provided by Crown, not by Intuit. Intuit is not responsible for Agency OS. Intuit and QuickBooks are trademarks or service marks of Intuit Inc. or its affiliates.

You will not, and will not permit another person to:

• use the Service in violation of law or another person's rights;
• access data, systems, organizations, or provider accounts without authorization;
• upload malware or use the Service to transmit harmful code;
• probe, scan, disrupt, overload, or circumvent security, access, usage, or rate controls;
• reverse engineer, decompile, disassemble, copy, or create derivative works from the Service except where applicable law expressly permits it;
• rent, resell, sublicense, or provide the Service as a service bureau unless Crown has authorized it in writing;
• use the Service or Customer Data to create unlawful consumer reports, make unlawful eligibility decisions, or engage in prohibited surveillance or discrimination;
• remove proprietary notices or misrepresent the source of Service outputs; or
• use automated means to access the Service except through documented interfaces and within applicable limits.

Fees, billing terms, usage limits, and renewal terms are stated in the applicable order form or checkout flow. Unless that document states otherwise, fees are non-refundable except where required by law. Customer is responsible for applicable taxes other than taxes based on Crown's net income.

We will not materially increase committed subscription fees during a paid term unless the applicable agreement permits it. New features, additional usage, or a renewal term may be offered at then-current prices.

Crown and its licensors own the Service, software, interfaces, documentation, visual design, workflows, and related intellectual property, excluding Customer Data and third-party materials.

If you provide feedback, you grant Crown a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or obligation, provided we do not publicly identify you as its source without permission.

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use such information only to perform or exercise rights under the parties' agreement, protect it using reasonable care, and disclose it only to people who need it and are bound by confidentiality obligations.

Confidential information does not include information the receiving party can document was lawfully known without restriction, independently developed, rightfully received from another source, or made public without breach. A legally compelled disclosure is permitted if the receiving party gives notice when lawful and reasonable assistance at the disclosing party's expense.

We aim to operate the Service reliably, but no online service is uninterrupted. Planned maintenance, provider outages, emergencies, security events, and circumstances outside our reasonable control may affect availability.

We may modify the Service to improve it, address security or legal requirements, or reflect provider changes. We will not knowingly make a material reduction to core paid functionality during a committed term without reasonable notice, except when needed to address security, legal, provider, or abuse risks.

Support is available at hello@crownsocialagency.com.

This Agreement begins when you first accept it or use the Service and continues until all subscriptions and authorized use end.

Either party may terminate as stated in an applicable order form. Either party may terminate for a material breach not cured within thirty days after written notice, or immediately if the breach cannot reasonably be cured. We may suspend access immediately when reasonably necessary to prevent harm, address a security threat, comply with law, respond to nonpayment, or stop prohibited use. When practical, we will limit the suspension and provide notice.

On termination, Customer's right to use the Service ends. Upon request made within thirty days after termination, and subject to product capabilities, applicable law, and payment of amounts due, we will make Customer Data reasonably available for export. We may then delete Customer Data according to our Privacy Policy and retention practices. Sections intended by their nature to survive will survive, including payment obligations, ownership, confidentiality, disclaimers, liability limits, indemnity, and general terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CROWN DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS.

CROWN DOES NOT WARRANT THAT THE SERVICE OR ANY INTEGRATION, AUTOMATION, FORECAST, RECOMMENDATION, OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETE, OR SUITABLE FOR A PARTICULAR ACCOUNTING, TAX, LEGAL, EMPLOYMENT, OR BUSINESS DECISION. YOU ARE RESPONSIBLE FOR REVIEWING OUTPUTS, MAINTAINING APPROPRIATE RECORDS AND BACKUPS, AND USING QUALIFIED PROFESSIONALS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS CUSTOMER PAID OR OWED FOR THE SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limits allocate risk between the parties and apply to the fullest extent permitted by law regardless of the form of action.

Customer will defend, indemnify, and hold harmless Crown and its affiliates, officers, employees, and contractors from third-party claims, damages, losses, costs, and reasonable attorneys' fees arising from Customer Data; Customer's or its Users' unlawful or unauthorized use of the Service; Customer's violation of this Agreement; or Customer's infringement of another person's rights.

Crown will promptly notify Customer of a covered claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defense and settlement, except Customer may not settle a claim in a way that admits fault by or imposes obligations on Crown without Crown's written consent.

This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-law rules. The state and federal courts located in King County, Washington have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Neither party may assign this Agreement without the other party's prior written consent, except either party may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee is not a direct competitor of the other party and can perform the obligations. An attempted assignment that violates this section is void.

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship.

Notices to Crown must be sent to hello@crownsocialagency.com and are effective when received. Electronic communications and signatures satisfy writing requirements to the extent permitted by law.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience. “Including” means “including without limitation.”

We may update this Agreement. If a change materially reduces your rights during a paid term, we will provide reasonable advance notice unless the change is required sooner for legal or security reasons. Continued use after the effective date constitutes acceptance. The version in effect when you accept an order form governs that committed term unless otherwise agreed.

This Agreement, the Privacy Policy, and any applicable executed order form or services agreement are the complete agreement concerning the Service and supersede prior or contemporaneous discussions about it.

Vicarious LLC d.b.a. Crown Social
Seattle, Washington, United States
hello@crownsocialagency.com
crownsocial.com