End-User License Agreement
Effective date 1 August 2026 · Version 1.0 · Licensor Zintra LLC
1. This agreement
This End-User License Agreement governs use of the Kerovento management platform (the "Application"). It is entered into between Zintra LLC, a Florida limited liability company, which provides the Application under the Kerovento name ("Kerovento", "we", "us"), and the organization that has been provisioned with an instance of the Application (the "Customer").
The Application is licensed to organizations for their own internal business use. It is not offered to consumers, has no public registration, and is not made available to the general public. By accessing the Application, an individual confirms they are authorized by the Customer to do so and agrees to this Agreement on the Customer's behalf and their own.
1.1 This is our standard form
This Agreement is the standard form on which the Application is licensed, and applies wherever no other agreement governs. Where the Customer has executed a written agreement with us or with a Partner covering the Application, that agreement prevails over any conflicting term in this Agreement, and this Agreement continues to apply to everything the executed agreement does not address.
2. Definitions
"Authorized User" means an individual employed or engaged by the Customer to whom the Customer has granted credentials to the Application.
"Partner" means an authorized reseller appointed by us to sell, implement, configure and provide first-level support for the Application.
"Connected System" means any system from which the Application reads data at the Customer's direction. These include, without limitation, enterprise resource planning systems such as SAP Business One, accounting systems such as QuickBooks Online, payroll and human capital management systems, business intelligence datasets, production and machine systems, and planning workbooks. Additional connectors may be made available over time; each is governed by this Agreement and by the terms of the relevant provider.
"Customer Data" means data read from a Connected System, together with any output derived from it.
3. License grant
Subject to this Agreement and to payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Application for its own internal business purposes for the term of its subscription.
The Application is licensed, not sold. All rights not expressly granted are reserved. No ownership interest of any kind is conferred.
4. Nature of the Application
Read-only. The Application reads from Connected Systems and presents the result. It does not create, post, modify or delete records in any Connected System. Corrections must be made in the source system.
Configured, not customized in code. Each instance is configured to the Customer's entities, chart of accounts, cost centers, thresholds and connections. Configuration is performed by the Partner or by us.
Modular. Access is granted by module and by role. Provisioning does not grant access to every module. Modules containing employee-level compensation data are provisioned separately, to named individuals, and require multi-factor authentication.
5. The Customer's responsibilities
The Customer is responsible for: determining which of its personnel are Authorized Users and with what access; ensuring credentials are not shared; requiring multi-factor authentication where we specify it; ensuring access is from devices meeting reasonable security standards; promptly notifying us or the Partner of any suspected unauthorized access; and ensuring it has the right to permit the Application to access each Connected System it connects.
The Customer is responsible for all activity occurring under its Authorized Users' credentials.
6. Restrictions
Neither the Customer nor any Authorized User may: make the Application available to any third party except as permitted here; reverse engineer, decompile or disassemble the Application, or attempt to derive its source code, structure or algorithms, except to the extent this restriction is prohibited by applicable law; circumvent or disable any authentication, access control, rate limit, logging or auditing feature; connect the Application to any account or data source the Customer is not authorized to access; use automated means to bulk-extract data other than through interfaces we provide for that purpose; introduce malicious code or impair the Application or any Connected System; remove or alter any proprietary or confidentiality notice; submit Customer Data or credentials to any external service permitted to retain, disclose or use that data for its own purposes; or use the Application in violation of applicable law or of the terms of any Connected System, including Intuit's terms applicable to QuickBooks Online.
7. Customer Data and ownership
As between the parties, the Customer owns its Customer Data. We claim no ownership in it.
We process Customer Data solely to provide, secure, support and maintain the Application, on the Customer's instructions. We do not sell Customer Data, do not use it for advertising, and do not use it to train, fine-tune or develop any generally available machine-learning or artificial-intelligence model, nor do we permit any third party to do so.
We own the Application, including all software, source code, database structures, report designs, dashboards and documentation, together with all associated intellectual property rights.
8. Employee and payroll data
Where the Customer connects a payroll or human capital management system, the Application processes employee-level data. The Customer remains the controller of that data and is responsible for the notices, legal bases, consultations and internal policies its own jurisdiction requires. We act as a processor.
The Customer shall restrict access to modules containing employee-level compensation data to personnel with a documented business need, and shall not use the Application for individual performance management, discipline, ranking, or automated decision-making producing legal or similarly significant effects.
9. Connected Systems and third parties
Each Connected System is governed by its own terms in addition to this Agreement. We are not responsible for the availability, accuracy, performance or continuity of any third-party service, and access may change or be discontinued at any time, including by the third party.
Intuit and QuickBooks Online. Connections are established only through Intuit's OAuth authorization process and only by an administrator of the relevant company file. The Application requests read-only accounting scopes and does not write to, modify or delete any record in QuickBooks Online. The Customer must comply with Intuit's applicable terms of service and acceptable-use requirements. Intuit Inc. is not a party to this Agreement, makes no warranty with respect to the Application, and has no liability or obligation with respect to it. Intuit Inc. is an intended third-party beneficiary of this Section.
SAP Business One. The Application connects using dedicated read-only credentials over an encrypted connection. It does not post, modify or delete any document, journal entry or master-data record.
Payroll systems. The Application connects using dedicated read-only credentials and retrieves only the minimized set of fields described in the Application Privacy Policy. All payroll and personnel changes are made in the source system directly.
10. Partners and support
The Application is sold, implemented and supported by authorized Partners. The Customer's commercial agreement is with its Partner, who provides first-level support. We provide second-level technical support to the Partner. Nothing in this Agreement makes a Partner our agent or gives a Partner authority to make commitments on our behalf.
11. Data accuracy and permitted reliance
The Application presents information derived from Connected Systems. Its outputs are only as accurate, complete and timely as the data in those systems, and may be affected by data-entry errors, posting timing, incomplete period-end close, incomplete payroll processing, extract scheduling, master-data inconsistencies or connection interruptions.
Output is provided for internal management purposes. It is not audited, is not a substitute for financial statements prepared in accordance with applicable accounting standards, is not a payroll record, and is not accounting, tax, legal, employment or investment advice. Where a discrepancy exists between the Application and a Connected System, the Connected System prevails.
12. Availability and changes
The Application is provided on an as-available basis. We may modify, update, suspend, restrict or discontinue the Application or any module, report or connection. Where a change materially affects how the Customer works, we will give reasonable advance notice through the Partner. Service levels, if any, are as set out in the Customer's agreement with its Partner.
13. Disclaimer of warranties
THE APPLICATION AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ANY REPORT IT PRODUCES IS FREE OF INACCURACIES. NO CONNECTED-SYSTEM PROVIDER, INCLUDING INTUIT INC., MAKES ANY WARRANTY WITH RESPECT TO THE APPLICATION.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions apply to the maximum extent permitted by law.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE APPLICATION OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE APPLICATION OR THIS AGREEMENT WILL NOT EXCEED THE FEES PAID FOR THE APPLICATION IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.
15. Term, suspension and termination
This Agreement runs for the term of the Customer's subscription. We may suspend access, in whole or in part, where we reasonably suspect a breach of this Agreement or a security risk, and will restore it promptly once resolved.
On termination, all rights granted end and access ceases. On the Customer's written request within thirty days of termination we will make Customer Data available for export, after which we will delete it, except where retention is required by law. Sections 6, 7, 13, 14 and 18 survive termination.
16. Confidentiality
Each party may receive confidential information of the other. Each will hold it in confidence, use it only for the purposes of this Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law.
17. Export control and sanctions
Each party shall comply with all applicable export control, sanctions and trade laws in connection with the Application.
18. Governing law
This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and waive any objection to venue in those courts. Where an Authorized User is employed outside the United States, mandatory provisions of local employment and data-protection law continue to apply notwithstanding this Section.
19. General
Entire agreement. This Agreement, together with the Application Privacy Policy, constitutes the entire agreement regarding use of the Application. Amendments. We may amend this Agreement by publishing an updated version with a new version number and effective date; material changes will be notified through the Partner. Assignment. The Customer may not assign this Agreement without our consent; we may assign it to an affiliate or in connection with a merger, reorganization or sale of assets. Severability. If any provision is held unenforceable it will be modified to the minimum extent necessary. No waiver. Failure to enforce a provision is not a waiver. Interpretation. Headings are for convenience. This Agreement is executed in English; any translation is for convenience only.
20. Contact
Questions regarding this Agreement should be directed to:
Zintra LLC
3651 Percival Ave
Miami, FL 33133
United States
Email info@zintra.de