Ripplecast Software License Agreement
1. Parties
This agreement is between Outcast Brands, LLC, a New Jersey limited liability company ("Outcast", "we"), and the business that buys a Ripplecast license ("Customer", "you").
2. Acceptance
You accept this agreement when you tick the acceptance box at checkout, or when you first download, install or use the Software, whichever comes first. If you are accepting for a company, you confirm you have authority to bind it.
3. Definitions
- Software: the Ripplecast kit, including its database migrations, sync service, dashboard application, Claude plugin and skills, connector, scripts, templates and documentation, and any Updates.
- Tier: the edition you bought: Starter, Pro, or an add-on.
- Company File: one QuickBooks Desktop company file (.qbw) for one legal entity.
- License ID: the identifier issued with your purchase.
- Update: a new version of the Software released during an active Update Period.
- Update Period: 12 months from purchase, extended by each paid Renewal.
- Your Accounts: the Supabase, Vercel, Anthropic (Claude), email and hosting accounts you open and pay for to run the Software.
- Your Data: all accounting and business data processed by the Software.
4. License grant
Subject to this agreement and payment, we grant you a perpetual, non-exclusive, non-transferable license to install and use the Software for your Tier, for one Company File, for your internal business purposes. You may:
- run it in Your Accounts and on computers you control;
- change the Software for your own internal use;
- let your employees and contractors use it for your business;
- make backup copies.
The license continues after the Update Period ends. You keep the right to use the last version you received.
5. Restrictions
You may not:
- use the Software for more than one Company File without buying another license, including installing it for clients, subsidiaries or affiliates;
- sell, sublicense, rent, share, publish or redistribute the Software or any part of it, changed or not, including in a public code repository;
- offer the Software, or a service built mainly from it, to third parties;
- remove or alter the License ID, copyright notices or license checks;
- use add-on features you have not bought.
Accountants and consultants who want to install Ripplecast for several clients need one license per client Company File, or a multi-client license if we offer one.
6. Delivery, updates, support and renewal
- Delivery: through access to a private code repository and plugin marketplace, granted to the GitHub account you connect after purchase.
- Updates: during the Update Period you get Updates for your Tier as we release them. We decide what goes into each Update.
- Support: during the Update Period, email support at support@ripplecast.co for installing and running the Software on supported setups, with a target first response within 2 business days. Support does not include building custom reports, fixing your QuickBooks data, or work on Your Accounts beyond advice.
- Supported setups: QuickBooks Desktop Enterprise, Premier or Pro (US editions) on Windows, in versions Intuit supports at the time, hosted or on-premises, with the QuickBooks Web Connector. Other setups may work but are not supported.
- Renewal: you may renew Updates and support for another 12 months at 25% of the price you paid for your license. If you don't renew, repository access and support end; the Software you have keeps working.
7. Fees, taxes and refunds
- Fees are as shown at checkout. Founding and early prices apply as described in section 17.
- Payment is processed by our reseller and merchant of record, Polar, which collects any applicable sales tax or VAT.
- Refunds: if, within 30 days of purchase, the sync cannot be made to work on a supported setup after you have worked with our support in good faith, we will refund the license fee and end your license. Otherwise fees are non-refundable.
- Done-with-you setup fees are covered by section 18.
8. Your responsibilities
You are responsible for:
- opening, paying for and securing Your Accounts, on plans that allow business use;
- keeping passwords, keys and connection details private and limiting access to people who need it;
- deciding who gets access to the dashboard and the Claude connector, and with which role;
- backups of your database and QuickBooks files;
- your hosting provider's permission to run the QuickBooks Web Connector;
- checking figures before you rely on them, using the tie-out checks the Software provides.
9. Your data and privacy
The Software runs in Your Accounts. Outcast does not receive, store or have access to Your Data when you install and run it yourself. You are the controller of Your Data and responsible for its use under the laws that apply to you.
If you give us access to Your Accounts for support or setup, we use it only for that purpose, keep what we see confidential, and you can remove our access at any time (section 18).
The Software reads from QuickBooks and never writes to it.
10. Third-party services and trademarks
The Software works with services we don't control, including Intuit QuickBooks Desktop and the QuickBooks Web Connector, Supabase, Vercel, Anthropic's Claude, and email providers. Your use of them is governed by their own terms and pricing. If one of them changes, limits or ends a feature the Software relies on, we will make reasonable efforts to adapt during your Update Period but cannot guarantee continued compatibility.
QuickBooks and Intuit are trademarks of Intuit Inc. Claude is a trademark of Anthropic PBC. Supabase and Vercel are trademarks of their owners. Ripplecast and Outcast Brands are not affiliated with or endorsed by any of them.
11. Not accounting, tax or financial advice
The Software is a tool for moving and presenting your own data. It does not give accounting, tax, legal or financial advice. Answers produced by Claude or any other AI model through the Software can be wrong; always check important figures against QuickBooks. The tie-out checks show where synced figures match QuickBooks reports; they do not audit the underlying bookkeeping.
12. Warranty disclaimer
The Software is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant that the Software will be error-free, uninterrupted or compatible with every QuickBooks setup. Your remedy for a problem is support during the Update Period and, where section 7 applies, a refund.
13. Limitation of liability
To the fullest extent the law allows:
- neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business, even if told they were possible;
- our total liability arising from this agreement is limited to the fees you paid us in the 12 months before the claim.
These limits don't apply where the law doesn't allow them, or to your breach of section 5.
14. License verification
Each copy carries your License ID and records the QuickBooks company it is set up for. If the Software runs on a different company than the one licensed, it shows an "unlicensed copy" notice and support and Updates are not available for that copy. The Software never stops syncing, hides your data or deletes anything because of a license check.
15. Term and termination
This agreement lasts until ended. We may end it by written notice if you materially breach section 5 and don't fix the breach within 30 days of notice. On termination you must stop using the Software and delete your copies; you keep Your Data and Your Accounts. Sections 9 to 13, 16 and 19 survive termination.
16. Ownership and feedback
Outcast and its licensors own the Software and all rights in it; you get only the license in section 4. You own Your Data and any reports or files you create with the Software. If you send us suggestions, we may use them without obligation to you.
17. Founding and early pricing
- Founding price: for the first 25 licenses sold, or until March 31, 2027, whichever comes first.
- Early price: for the next 50 licenses.
- Customers who bought at founding or early prices renew at 25% of the price they actually paid, for as long as they keep renewing without a gap.
- Prices, caps and dates on the sales page at the time of purchase apply. We may change future prices at any time.
18. Done-with-you setup services
If you buy a setup service:
- Scope: guided sessions to install the Software in Your Accounts for one Company File, run the first sync and backfill, complete the mapping (Pro) and get the tie-out checks passing, and set up your first users. Custom reports, data clean-up in QuickBooks and work for other Company Files are out of scope unless agreed in writing.
- Access: you grant us the least access needed, ideally by screen-sharing while you enter credentials yourself. Any account access you give us is removed when setup ends, and we keep anything we see confidential.
- Schedule: sessions are booked after purchase. Founding-price setups are limited to about 4 per month.
- Fees: if we can't complete the setup for reasons within our control, we refund the setup fee. Delays caused by your hosting provider, QuickBooks data issues or unavailable staff on your side don't qualify.
19. General
- Governing law: the laws of the State of New Jersey, without regard to conflict-of-law rules; the state and federal courts located in New Jersey have exclusive jurisdiction.
- Changes: we may update this agreement for future purchases and renewals; the version you accepted applies until you renew.
- Assignment: you may assign this agreement only with the sale of the business that owns the Company File, with notice to us. We may assign it to a successor of our business.
- Export and sanctions: you won't use the Software where prohibited by US export or sanctions laws.
- Entire agreement: this is the whole agreement about the Software and replaces earlier discussions. If a term is unenforceable, the rest stays in force. Not enforcing a term is not a waiver.
- Notices: to us at support@ripplecast.co; to you at the email used at purchase.