End User License Agreement
& Terms of Service

This End User License Agreement and Terms of Service (the “Agreement”) is a binding legal contract between Keuji Inc., which operates the Taggr platform (“Taggr”, “we”, “us” or “our”), a corporation incorporated in Alberta, Canada, and the accounting firm, professional or organization that registers for, accesses or uses the Taggr platform (“you”, “your”, the “Firm” or “Subscriber”).

By clicking “I agree”, creating an account, or accessing or using the Service, you confirm that you have read, understood and agree to be bound by this Agreement and by the Taggr Privacy Policy, which is incorporated by reference. If you are entering into this Agreement on behalf of a firm or other legal entity, you represent that you have the authority to bind that entity. If you do not agree, do not access or use the Service.

01 Definitions

“Service” means the Taggr web application, software, application programming interfaces, client portal, and related tools, features, integrations, documentation and support made available by Taggr.

“Authorized User” means an individual (such as a partner, accountant, bookkeeper or staff member of the Firm) whom the Firm permits to access the Service under the Firm’s account.

“Client” means a client or entity of the Firm whose financial information the Firm processes using the Service. Clients are not users of the Service, except to the limited extent they interact with the Client Portal.

“Client Data” means all data, documents, bank and credit-card statements, receipts, invoices, cheque images, transaction records, balances, tax information and other content that the Firm (or its Clients) uploads to, or generates within, the Service, including personal information contained in it.

“Output” means the categorizations, tax determinations, reconciliations, summaries, exports and other results generated by the Service, including results produced by automated, machine-learning or optical-character-recognition (“OCR”) processes.

“Documentation” means the user guides and materials Taggr makes available for the Service.

02 Eligibility, Accounts and Authorized Users

1. The Service is intended solely for use by accounting and bookkeeping professionals, firms and organizations in the course of their business or profession. It is not intended for consumers or for personal, household or family use.
2. You must provide accurate, current and complete registration information and keep it up to date. The Firm is responsible for configuring its organization profile, including the firm name and business identifier that appear on Client-facing exports.
3. The Firm is responsible for all activity under its account and for its Authorized Users’ compliance with this Agreement. You must keep credentials confidential, enable available security controls (such as two-factor authentication), and promptly notify us of any suspected unauthorized access at product@keuji.com.
4. You are responsible for the acts and omissions of your Authorized Users and Clients as if they were your own.

03 Licence Grant and Scope of Use

Subject to your continuous compliance with this Agreement and payment of applicable fees, Taggr grants the Firm a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Term, solely for the Firm’s internal business purpose of providing bookkeeping, accounting and tax-preparation services to its Clients.

The Service is provided on a subscription basis and is licensed, not sold. Taggr and its licensors retain all right, title and interest in and to the Service. No rights are granted except as expressly set out in this Agreement.

04 Acceptable Use and Restrictions

You will not, and will not permit any Authorized User or third party to:

• copy, modify, translate, or create derivative works of the Service, or reverse engineer, decompile or disassemble any part of it, except to the extent this restriction is prohibited by applicable law;
• rent, lease, lend, sell, sublicense, distribute, or provide the Service to third parties as a service bureau, or otherwise use the Service for the benefit of anyone other than the Firm and its Clients;
• access the Service to build a competing product, or to benchmark or scrape it, or circumvent usage limits, security or access controls;
• upload or process any data that you are not authorized to process, that infringes third-party rights, or that contains malware or unlawful content;
• upload categories of highly sensitive personal information that are not required for bookkeeping or tax purposes (for example, health records, or government identifiers beyond what is reasonably necessary);
• use the Service in violation of any applicable law, professional standard, or the rules of a professional body (for example, CPA provincial body requirements) to which you are subject; or
• interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to it or its related systems.

05 Client Data and Your Responsibilities

5.1  Roles of the parties

As between the parties, the Firm determines the purposes and means of processing Client Data and acts as the organization having control of that personal information under Canadian privacy law (a “controller”-equivalent role). Taggr processes Client Data only on the Firm’s behalf and on its documented instructions, as a service provider (processor), in order to provide the Service. The parties’ respective privacy obligations are described in the Privacy Policy and, where the Firm requires one, a Data Processing Addendum (“DPA”).

5.2  Your warranties regarding Client Data

You represent, warrant and covenant, on a continuing basis, that:

• you have all necessary rights, authority, consents and lawful bases to collect the Client Data, to upload it to the Service, and to have Taggr process it as contemplated by this Agreement and the Privacy Policy;
• your engagement terms with each Client permit you to use third-party cloud service providers such as Taggr, and to route information to and from the Client Portal;
• you will provide any privacy notices and obtain any consents required from your Clients under the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation (including Alberta’s and British Columbia’s Personal Information Protection Acts and Quebec’s Law 25); and
• your use of the Service, the Output, and any exports complies with your professional, regulatory and tax obligations.

5.3  Ownership and licence to Client Data

As between the parties, the Firm (and, as applicable, its Clients) owns all Client Data. You grant Taggr a worldwide, royalty-free licence to host, copy, process, transmit and display Client Data, and to create Output, solely as necessary to provide, maintain, secure and support the Service and as otherwise permitted in Section 11.

5.4  Backups and your records

While Taggr maintains reasonable backups, you are responsible for retaining your own copies of Client Data and Output as needed to meet your record-keeping obligations, including the Canada Revenue Agency requirement that books and records generally be kept for six years from the end of the last tax year to which they relate. The Service is a tool that supports your practice; it is not your system of record for statutory retention unless you separately arrange for that.

06 Automated Categorization, OCR and the Nature of Output

1. Output may contain errors, omissions or misclassifications. Model confidence indicators are estimates, not guarantees of accuracy.
2. The Service is designed with a human-in-the-loop workflow (review, edit, flag and approve). Taggr does not make automated decisions that produce legal or similarly significant effects about any individual without the Firm’s review.
3. CRA compliance, GIFI mapping, the correctness of tax rates, input tax credit (ITC) claims, deductibility percentages and filings are the Firm’s responsibility. Statutory categories, rates and rules change; you must confirm current requirements.
4. Taggr does not warrant that Output will be accurate, complete, current or fit for any Client’s specific circumstances, and disclaims liability for reliance on unverified Output to the fullest extent permitted by law (see Sections 13 and 14).

07 Third-Party Integrations and Services

The Service integrates with third-party products, including accounting platforms (for example, QuickBooks Online via OAuth), and may offer bank-data connectivity (for example, via aggregation providers such as Plaid) and other services. Your use of a third-party integration is governed by that third party’s own terms and privacy practices, and you are responsible for maintaining any credentials and authorizations you provide. Taggr is not responsible for third-party products, their availability, or their acts or omissions, and may add, change or remove integrations.

08 Fees, Subscriptions, Taxes and Renewal

1. You will pay the subscription and other fees for the plan you select, as set out in your order or on our pricing page, in the currency and on the billing cycle stated there.
2. Unless stated otherwise, subscriptions renew automatically for successive periods equal to the initial term, at the then-current rates, unless cancelled before the renewal date. We will give you at least 30 days’ notice of any fee increase applying at renewal.
3. Fees are exclusive of applicable taxes (such as GST/HST), which you are responsible for paying. Except as required by law or expressly stated, fees are non-refundable.
4. We may suspend the Service for non-payment after giving notice and a reasonable opportunity to cure.

09 Intellectual Property

Taggr and its licensors own all intellectual property rights in and to the Service, the software, the models, the Documentation, and all improvements to them, including all category charters, rule tables and templates provided by Taggr. The Taggr name, logo and “Taggr by Keuji” branding are trademarks of Keuji Inc. Nothing in this Agreement transfers ownership of the Service to you. You retain ownership of Client Data as set out in Section 5.

10 Feedback

If you provide suggestions, ideas or feedback about the Service (“Feedback”), you grant Taggr a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate the Feedback without restriction or obligation to you.

11 Use of Data to Maintain and Improve the Service

Taggr may generate and use aggregated and de-identified data derived from use of the Service (data that does not identify the Firm, any Authorized User, any Client or any individual) to operate, secure, analyze, develop and improve the Service and its models. Taggr will not use identifiable Client Data to train models for the benefit of other customers except with the Firm’s instruction or consent. The handling of personal information is governed by the Privacy Policy. Where the Firm requires a DPA that restricts or prohibits model-improvement uses, that DPA controls.

12 Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party’s confidential information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and contractors who need to know and are bound by confidentiality obligations. Client Data is the Firm’s confidential information. These obligations do not apply to information that is public through no breach, independently developed, or rightfully obtained from a third party, and do not prevent disclosure required by law (with notice where lawful).

13 Warranties and Disclaimers

Each party represents that it has the authority to enter into this Agreement. Taggr will provide the Service with reasonable skill and care and in a professional manner.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT. TAGGR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

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 LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS, (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, AND (C) YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE FIRM TO TAGGR IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR FRAUD, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK AND SURVIVE ANY FAILURE OF ESSENTIAL PURPOSE.

15 Indemnification

You will defend, indemnify and hold harmless Taggr and its officers, directors, employees and agents from and against any third-party claims, and any resulting losses, liabilities, damages, costs and reasonable legal fees, arising out of or relating to: (a) your breach of this Agreement or the warranties in Section 5; (b) Client Data, including any claim that its collection, use, upload or processing infringes rights or violates law; (c) your failure to obtain required consents from Clients; or (d) your reliance on, or delivery of, Output without appropriate professional review. Taggr will provide prompt notice of the claim, reasonable cooperation, and (unless prohibited) permit you to control the defence, provided any settlement that imposes obligations on Taggr requires Taggr’s consent.

16 Term, Suspension and Termination

1. This Agreement starts when you first accept it and continues while you have an active subscription or account (the “Term”).
2. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. You may cancel your subscription as described in the Service; cancellation takes effect at the end of the current billing period.
3. Taggr may suspend or limit access immediately if your use poses a security risk, violates law, or materially breaches Section 4, with notice as soon as reasonably practicable.
4. Data return and deletion. Upon termination, and for a transition period of 30 days, you may export your Client Data and Output using the Service’s export tools. After that period, Taggr will delete or de-identify Client Data in the ordinary course, subject to backup cycles and any legal retention requirement. Because you are responsible for statutory record retention (Section 5.4), export your records before the period ends.
5. Sections that by their nature should survive termination (including Sections 5.3–5.4, 9–15, 16.4 and 18) survive.

17 Changes to the Service and to this Agreement

Taggr may modify the Service from time to time. We may also update this Agreement; if we make a material change, we will provide reasonable notice (for example, by email or in-product notice) before it takes effect. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a change, your remedy is to stop using and cancel the Service.

18 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Calgary, Alberta, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The parties will attempt to resolve disputes in good faith before commencing proceedings. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19 General

1. Entire agreement. This Agreement, the Privacy Policy, any DPA and any order form are the entire agreement between the parties and supersede prior agreements on the subject.
2. Assignment. You may not assign this Agreement without Taggr’s consent; Taggr may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.
3. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
4. Notices. Notices to Taggr must be sent to product@keuji.com; notices to you may be sent to your account email or shown in-product.
5. Severability and waiver. If any provision is unenforceable, the rest remains in effect; no waiver is effective unless in writing.
6. Relationship. The parties are independent contractors; nothing creates a partnership, agency or joint venture.
7. Language. The parties have requested that this Agreement and related documents be drawn up in English. Les parties ont demandé que la présente convention et les documents qui s’y rattachent soient rédigés en anglais.

20 Contact

Keuji Inc. (operator of the Taggr platform)
Calgary, Alberta, Canada
product@keuji.com

By using the Service, you acknowledge that you have read and agree to this Agreement.