Last updated: 2025-12-25
This End User License Agreement ("Agreement") is a legal contract between Midnightsun Partners LLC ("we", "us", or "our") and the entity or individual ("Customer", "you", or "your") that uses our software, integrations, scripts, tools, or services (collectively, the "Services").
By installing, configuring, or using the Services, you agree to be bound by this Agreement. If you do not agree, do not use the Services.
Subject to your compliance with this Agreement and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:
Use the Services solely for your internal business purposes in accordance with this Agreement and applicable law; and
Connect the Services to third-party platforms (e.g., Airtable, QuickBooks Online) that you lawfully control or are authorized to access.
All rights not expressly granted to you are reserved by us, and the license granted herein automatically terminates upon breach.
You agree that you will not, and will not allow any third party to:
Copy, modify, or create derivative works of the Services, except to the extent expressly permitted by law.
Reverse engineer, decompile, or disassemble the Services, except to the limited extent that applicable law specifically permits such activity.
Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
Use the Services to infringe or violate the rights of any third party, including privacy, publicity, or intellectual property rights.
Resell, lease, or provide the Services on a service bureau basis without our prior written consent.
Circumvent or attempt to circumvent any technical measures designed to protect the Services.
You are solely responsible for:
Ensuring you have the legal right and authority to connect your Airtable, QuickBooks Online, and other accounts to the Services.
Ensuring you have obtained all necessary consents from any third parties whose data is processed via the Services.
Configuring the Services correctly for your specific accounting, financial, or data-management needs.
Reviewing and validating any sync results, data changes, or outputs generated by the Services.
Maintaining appropriate backups and copies of your data in Airtable, QuickBooks Online, and other systems.
Implementing your own disaster-recovery procedures.
We do not assume responsibility for the correctness of your accounting, tax filings, financial records, or compliance obligations.
The Services may interact with financial, accounting, or business data, but they do not constitute legal, tax, accounting, or other professional advice.
You are solely responsible for consulting qualified professionals (e.g., accountants, lawyers, tax advisors) to review and validate any outputs or decisions made using the Services.
We provide the Services on a commercially reasonable efforts basis. We do not guarantee:
Uninterrupted or error-free operation of the Services; or
That any particular issue or bug will be fixed within a specific timeframe.
Basic support may be provided by email at blake@midnightsun.ai. We may modify, suspend, or discontinue any part of the Services at any time, with or without notice, including features, integrations, or functionality, provided that we use commercially reasonable efforts not to cause undue disruption.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY WARRANTIES OF:
MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
TITLE
QUIET ENJOYMENT
ACCURACY OR RELIABILITY OF OUTPUTS OR RESULTS
YOU ASSUME ALL RISK AS TO THE USE, QUALITY, AND PERFORMANCE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES WILL NOT EXCEED THE GREATER OF:
(A) THE AMOUNT YOU PAID US FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(B) USD 100 (ONE HUNDRED U.S. DOLLARS).
YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US AND WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain damages; in such jurisdictions, our liability will be limited to the maximum extent permitted by law.
Nothing in this Agreement excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.
You agree to indemnify, defend, and hold harmless Midnightsun Partners LLC, and our officers, directors, employees, contractors, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:
Your use or misuse of the Services;
Your violation of this Agreement;
Your violation of any applicable law or the rights of any third party;
Any data or content you process through the Services (including any alleged infringement, privacy violation, or misuse of third-party data).
We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate fully with us.
If we assume such defense, you will continue to cooperate with us and pay any costs we incur in connection with your indemnification obligations.
This Agreement remains in effect until terminated.
We may terminate or suspend your access to the Services immediately, with or without notice, if we reasonably believe:
You have violated this Agreement;
Your use poses a security, legal, or operational risk; or
Continuing to provide the Services is not commercially viable.
You may stop using the Services at any time. Upon termination:
Your license to use the Services will immediately cease; and
You must cease all use of the Services.
Upon termination, we may retain copies of data to the extent required by law, for security purposes, or for legitimate business needs such as audit and backup integrity.
Sections that by their nature should survive termination (including but not limited to Sections 3-9) will survive termination of this Agreement.
This Agreement is governed by the laws of Alaska, USA, and applicable federal law.
Any dispute arising out of or relating to this Agreement or the Services will be brought exclusively in the state or federal courts located in Sitka, Alaska, and each party consents to the jurisdiction of those courts, except where prohibited or restricted by applicable consumer protection law.
We may revise this Agreement periodically. Material changes will be communicated by posting the updated Agreement or through other appropriate notice.
The "Last updated" date will reflect the effective date of the revision.
Your continued use of the Services after any update signifies your acceptance of the revised Agreement. If you do not agree to the revised terms, you must stop using the Services.
Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the Services and supersedes all prior or contemporaneous agreements or understandings.
Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
No Waiver. Our failure to enforce any provision will not be considered a waiver of our rights.
Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.
Force Majeure. We will not be liable for delays or failures to perform due to causes beyond our reasonable control, including natural disasters, labor disputes, internet or telecommunications failures, or governmental actions.