AbsDabs Studio — End User License Agreement and Terms of Service
Effective date: TBD on publication Last updated: May 9, 2026 Version: v1 draft (pending attorney review)
This End User License Agreement and Terms of Service ("Agreement") governs access to and use of the AbsDabs Studio software service (the "Service") provided by AbsDabs Accounting LLC, a Kentucky limited liability company ("AbsDabs", "we", "us", or "our"). By accessing or using the Service, the user ("you" or "User") agrees to this Agreement. If you do not agree, you may not access or use the Service.
1. The Service
The Service is a financial advisory platform used by AbsDabs and its authorized advisor users to perform accounting, controllership, and CFO advisory work for engaged customers ("Customers"). The Service connects to Customer financial systems including Intuit QuickBooks Online ("QBO") to read and analyze financial data and to assist authorized advisors in producing analysis, deliverables, and selected accounting entries proposed for advisor review and approval.
2. Eligibility and authorized users
The Service is provided to Users authorized by AbsDabs in connection with an active engagement under an executed engagement letter between AbsDabs and a Customer. Users must be at least eighteen years of age and have the legal authority to enter into this Agreement. Users may not share account credentials.
In Phase 1 of the Service, end-customer Users are not provisioned with direct accounts in the Service. If end-customer User access is introduced in a later phase, this Agreement may be updated and supplemental terms may apply.
3. Access and accounts
AbsDabs provisions accounts for authorized advisor Users. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must promptly notify AbsDabs of any unauthorized use or suspected compromise of your account.
AbsDabs may suspend or terminate access for any User who violates this Agreement, who poses a security risk, or whose authorization to use the Service has been revoked by AbsDabs.
4. Authorized use
The Service is licensed, not sold. Subject to your compliance with this Agreement and the applicable engagement letter, AbsDabs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for the purposes described in the engagement letter for the term of your authorized access.
You agree not to:
- Access or use the Service except as expressly permitted by this Agreement and the applicable engagement letter
- Reverse engineer, decompile, or disassemble the Service except to the extent permitted by law
- Probe, scan, or test the vulnerability of the Service except under a written authorization from AbsDabs
- Interfere with or disrupt the Service or its supporting infrastructure
- Use the Service to transmit malware, conduct attacks, or violate the rights of any third party
- Use the Service in violation of applicable law or professional standards
- Use the Service to provide a competing service to third parties
- Resell, sublicense, or commercially exploit access to the Service
5. Customer data ownership and authorization
As between AbsDabs and the Customer, the Customer owns the Customer financial data processed through the Service. The Customer authorizes AbsDabs to access, process, and analyze Customer financial data through the Service for the purposes of performing the engagement, as further described in the executed engagement letter and the AbsDabs Studio Privacy Policy.
The connection between the Service and a Customer's QuickBooks Online file is initiated by an authorized advisor through Intuit's OAuth-based authorization flow. The Customer authorizes the connection through Intuit's consent screen. The Customer or the authorized advisor may disconnect the connection at any time.
6. AI-authority boundary
The Service operates under two architectural rules that the User acknowledges and agrees to honor:
- All money movement is initiated by a human. Artificial intelligence within the Service does not initiate payments, transfers, deposits, or any movement of funds. The Service does not have functional capability to move money on behalf of a Customer.
- Any action that leaves the Service's internal analysis layer requires explicit advisor review and approval. This includes any write to a Customer's QuickBooks file (journal entries, bills, invoices, vendor records, customer records) and any deliverable shared with the Customer. AI proposals are queued for review and are posted to QuickBooks only after an authorized advisor has explicitly approved the proposal. The system architecture enforces this gate.
Generative AI within the Service is used to draft financial analysis, commentary, and proposed accounting entries based on Customer financial data and rules configured by AbsDabs advisors. The User agrees not to circumvent the review gate, not to grant AI proposals automated approval authority, and not to use the Service in any manner inconsistent with these rules.
7. Deliverables and professional services
Analysis, narratives, journal entries, and other outputs generated through the Service are reviewed by authorized AbsDabs advisors before delivery to or posting on behalf of a Customer. The professional services provided by AbsDabs are governed by the executed engagement letter, including its scope, fees, and professional standards. This Agreement does not modify the engagement letter; where the engagement letter and this Agreement conflict on a matter of professional services, the engagement letter governs.
8. Intellectual property
The Service, including its software, design, content, prompts, model configurations, retrieval indices, and all related intellectual property, is the property of AbsDabs and its licensors. AbsDabs reserves all rights not expressly granted to you. Customer financial data is and remains the property of the Customer; nothing in this Agreement transfers ownership of Customer financial data.
User feedback and suggestions submitted to AbsDabs are not confidential and may be used by AbsDabs without obligation to the User.
9. Confidentiality
You agree to keep confidential the non-public information you encounter through your use of the Service, including Customer financial data of any Customer other than the Customer for which you are authorized. You agree to use confidential information only for the purposes described in the engagement letter and this Agreement, and to apply at least the same level of care to confidential information as you apply to your own confidential information of similar sensitivity.
10. Service availability
AbsDabs strives to make the Service available for use during the term of an engagement, but does not warrant uninterrupted or error-free operation. Scheduled maintenance, software updates, dependency outages (including outages of Intuit, our hosting providers, or other sub-processors), and force majeure events may affect availability. AbsDabs will use commercially reasonable efforts to notify Users of planned interruptions in advance.
11. Fees
Fees for AbsDabs services are addressed in the executed engagement letter. The Service does not bill or charge end customers directly. No fees are collected through the Service interface.
12. Term and termination
This Agreement remains in effect for the duration of the User's authorized access to the Service. AbsDabs may terminate or suspend your access at any time for breach of this Agreement, for security reasons, for revocation of authorization, or upon termination of the underlying engagement.
Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive termination of this Agreement.
13. Effect of termination
Upon termination of access, the User shall cease use of the Service and shall not retain copies of Customer financial data outside the Service except as authorized by AbsDabs and the relevant engagement letter. Customer financial data retention after engagement termination is governed by the engagement letter and the AbsDabs Studio Privacy Policy.
14. Disclaimer of warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ABSDABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION. ABSDABS DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE, OR THAT IT WILL BE FREE FROM DEFECTS OR ERRORS.
ABSDABS IS NOT RESPONSIBLE FOR THE OPERATION OF QUICKBOOKS ONLINE OR ANY OTHER THIRD-PARTY SERVICE TO WHICH THE SERVICE CONNECTS. INTUIT'S TERMS GOVERN THE USE OF QUICKBOOKS ONLINE.
15. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, ABSDABS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE, EVEN IF ABSDABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ABSDABS' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO ABSDABS UNDER THE ENGAGEMENT LETTER GOVERNING THE RELEVANT ENGAGEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.
The above limitations apply to the maximum extent permitted by law. Some jurisdictions do not allow certain limitations; in those jurisdictions, the limitations apply only to the extent permitted.
16. Indemnification
You agree to indemnify and hold harmless AbsDabs and its officers, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your breach of this Agreement, (b) your unauthorized use of the Service, or (c) your violation of any law or third-party right in connection with your use of the Service.
17. Governing law and venue
This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. The state and federal courts located in Jefferson County, Kentucky, have exclusive jurisdiction over any dispute arising out of or related to this Agreement, and you consent to the personal jurisdiction of those courts.
18. Dispute resolution
Before initiating litigation, the parties shall attempt in good faith to resolve any dispute through written notice and a thirty-day informal resolution period. If the dispute is not resolved within that period, either party may proceed in accordance with Section 17.
19. General provisions
Entire agreement. This Agreement, together with the AbsDabs Studio Privacy Policy and the executed engagement letter, constitutes the entire agreement between you and AbsDabs concerning the Service and supersedes prior agreements concerning that subject matter.
Modifications. AbsDabs may revise this Agreement from time to time. Material changes will be communicated to active Users in advance. Continued use of the Service after the effective date of a revision constitutes acceptance of the revised Agreement.
Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
Assignment. You may not assign this Agreement without AbsDabs' prior written consent. AbsDabs may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
Notices. Notices to AbsDabs shall be sent to the address in Section 20. Notices to Users shall be sent to the email address associated with the User's account.
20. Contact
AbsDabs Accounting LLC Email: legal@absdabs.com Phone: (859) 514-2790
This document is a draft prepared by the AbsDabs Studio team. It must be reviewed by qualified counsel before publication or use. Limitation of liability cap, governing law, dispute resolution forum, and survival provisions must be reconciled with the executed engagement letter template and AbsDabs' insurance posture before publication. Items marked TBD must be filled in.