End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between you ("User," "you," or "your") and CairnTrail Software LLC ("CairnTrail," "we," "us," or "our"), an Ohio limited liability company, governing your use of the Cairn software suite and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree, do not use the Service.

1. Definitions

"Cairn Suite" means the collection of web-based accounting tools offered by CairnTrail, including but not limited to Cairn Stack, Cairn Statements, Cairn Books, Cairn Returns, Cairn Toolbox, Cairn Docs, Cairn Contacts, Cairn Time, Cairn Guide, Cairn Leaf, Cairn Post, and any future applications added to the suite.

"Firm" means the accounting firm, business entity, or user that subscribes to the Service.

"Firm Data" means all data uploaded, entered, generated, or stored by a Firm or its authorized users within the Service, including but not limited to client information, financial records, bank statements, tax return data, and documents.

"Authorized User" means an individual who has been granted access to the Service by a Firm administrator through the Cairn Stack portal.

"Third-Party Services" means external services integrated with the Service, including but not limited to Intuit QuickBooks (Online and Desktop), Auth0, and Stripe.

2. License Grant

Subject to the terms of this Agreement and payment of applicable fees, CairnTrail grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the subscription term.

3. Account and Access

3.1. Registration

Access to the Service requires authentication through Cairn Stack, our central portal. User accounts are managed through Auth0, a third-party identity provider. You are responsible for maintaining the confidentiality of your login credentials.

3.2. Firm Administration

Firm administrators are responsible for managing user access, assigning roles, and ensuring that only authorized individuals access Firm Data.

3.3. Acceptable Use

You agree not to: (a) share login credentials with unauthorized individuals; (b) attempt to access data belonging to other Firms; (c) reverse engineer, decompile, or disassemble the Service; (d) use the Service to store or transmit malicious code; (e) use the Service in violation of any applicable law or regulation; or (f) resell, sublicense, or commercially redistribute access to the Service.

4. Subscription and Billing

4.1. Fees

The Service is offered on a subscription basis with pricing determined by the applications and modules selected by your Firm. Current pricing is available through the Cairn Stack portal.

4.2. Billing

Subscriptions are billed through Stripe. Payment terms, billing cycles, and refund policies are as specified at the time of subscription.

4.3. Usage-Based Charges

Certain features may include usage-based billing (e.g., bank statement processing volume). Usage limits and overage pricing are disclosed before activation.

4.4. Changes

CairnTrail reserves the right to modify pricing with 30 days' written notice. Existing subscription terms are honored through the current billing cycle.

5. Data Ownership and Handling

5.1. Your Data

You retain all ownership rights to Firm Data. CairnTrail does not claim any ownership interest in your data.

5.2. Data Isolation

Each Firm's data is stored in a dedicated, isolated database. Firm Data is not commingled with data from other Firms in shared database tables.

5.3. Data Processing

CairnTrail processes Firm Data solely to provide the Service. This includes transmitting data to third-party AI services for document extraction and categorization. AI-processed data is used only for the requesting Firm's operations and is not used to train third-party AI models.

5.4. Data Export

You may export your Firm Data at any time. Self-service export tools are available within the Service for supported data types. For exports outside those tools, or for a complete dump of your Firm's data prior to or following cancellation, contact privacy@cairntrail.com.

5.5. Data Deletion

Upon termination of your subscription, CairnTrail will retain Firm Data for at least 30 days to allow for export. After the retention period, your Firm's dedicated databases and associated cloud storage files are scheduled for deletion. Deletion from active systems generally completes within the retention window; deletion of all remaining copies, including operational backups, may take up to 60 additional days. You may request expedited deletion at any time during the retention period by contacting privacy@cairntrail.com.

5.6. Cross-Application Data Sharing Within Your Firm

Some applications in the Cairn Suite share data internally to support unified workflows within your Firm. For example, Cairn Contacts may aggregate client information from Cairn Returns, Cairn Docs, Cairn Books, Cairn Statements, and Cairn Time to present a synthesized client profile. All such cross-application data sharing occurs solely within the boundary of your Firm's data and is performed over authenticated internal APIs. Data is never shared with other Firms or third parties through these mechanisms.

5.7. Security Incident Notification

If we become aware of a security incident affecting Firm Data, we will notify affected Firm administrators by email without undue delay and, where reasonably possible, within 72 hours of confirming the incident. The notification will describe the nature and scope of the incident, the categories of data affected, the actions we are taking, and any steps you may need to take. Where required by law or by our obligations to integration partners (including Intuit), we will additionally notify the relevant authorities. Further detail on incident handling appears in Section 8 (Data Security) of our Privacy Policy.

6. Third-Party Integrations

6.1. QuickBooks Integration

The Service integrates with Intuit QuickBooks Online (via REST API and OAuth 2.0) and QuickBooks Desktop (via the QuickBooks Web Connector and QBXML protocol). By enabling these integrations, you authorize CairnTrail to access your QuickBooks data as necessary to provide the Service, including reading your chart of accounts and vendor lists, querying existing transactions for reconciliation, and writing approved transactions that you have explicitly chosen to sync. You may revoke this authorization at any time by disconnecting the integration within the Service or through your Intuit account settings; disconnection triggers revocation of CairnTrail's OAuth tokens with Intuit. Your use of QuickBooks is additionally governed by Intuit's terms of service.

6.2. Auth0

User authentication is managed through Auth0. Your use of the authentication service is additionally subject to Auth0's terms and privacy policy.

6.3. Stripe

Payment processing is handled by Stripe. Your payment information is managed directly by Stripe and is not stored by CairnTrail. Your use of payment services is additionally subject to Stripe's terms.

6.4. Responsibility

CairnTrail is not responsible for the availability, accuracy, or practices of Third-Party Services. Changes to third-party APIs, terms, or availability may affect Service functionality.

7. Intellectual Property

7.1. Service Ownership

The Service, including its source code, design, architecture, documentation, and branding (including the Cairn name and Forest & Stone design system), is the property of CairnTrail Software LLC and is protected by applicable intellectual property laws.

7.2. Feedback

If you provide suggestions, feedback, or ideas about the Service, CairnTrail may use them without obligation to you.

8. Warranties and Disclaimers

8.1. Service Availability

CairnTrail will use commercially reasonable efforts to maintain Service availability but does not guarantee uninterrupted access.

8.2. Disclaimer

The Service is provided "as is" and "as available." To the maximum extent permitted by law, CairnTrail disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. CairnTrail does not warrant that the Service will be error-free, secure, or meet your specific requirements.

8.3. AI Accuracy

AI-powered features (including transaction extraction and categorization) are tools to assist professional judgment, not replace it. CairnTrail does not guarantee the accuracy of AI-generated results. Users are responsible for reviewing and verifying all AI-processed data before relying on it or syncing it to external systems.

8.4. Target Service Levels and Support

The Service is provided as described in Sections 8.1 and 8.2 above. CairnTrail nonetheless publishes the following operational targets for transparency. These are operational practices and do not modify the warranties and disclaimers above or create additional contractual guarantees:

• Support response. First response to inquiries received at support@cairntrail.com within one business day, Monday through Friday excluding US federal holidays.
• Availability. CairnTrail operates the production Service on managed infrastructure and uses commercially reasonable efforts to keep the Service available, exclusive of scheduled maintenance and circumstances beyond CairnTrail's reasonable control. CairnTrail aims to announce planned maintenance windows in advance through the Service or via email to Firm administrators where practicable. Specific availability metrics are not published and are not warranted under this Agreement.
• Incident escalation. Suspected security or data-integrity incidents may be reported at any time to security@cairntrail.com. CairnTrail will acknowledge such reports within one business day and triage in accordance with the incident-notification commitment in Section 5.7.

9. Limitation of Liability

To the maximum extent permitted by law, CairnTrail's total liability under this Agreement shall not exceed the fees paid by your Firm in the twelve (12) months preceding the claim. In no event shall CairnTrail be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, regardless of the cause of action or theory of liability.

10. Indemnification

You agree to indemnify and hold harmless CairnTrail, its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorney's fees) arising from: (a) your use of the Service; (b) your violation of this Agreement; or (c) your violation of any applicable law or third-party rights.

11. Term and Termination

11.1. Term

This Agreement is effective when you first access the Service and continues until terminated.

11.2. Termination by You

You may cancel your subscription at any time through the Cairn Stack portal or by contacting CairnTrail. Cancellation takes effect at the end of the current billing cycle.

11.3. Termination by CairnTrail

CairnTrail may terminate or suspend your access for: (a) non-payment; (b) material breach of this Agreement; (c) conduct that threatens the security or integrity of the Service; or (d) extended inactivity as defined in our data retention policies.

11.4. Effect of Termination

Upon termination, your right to access the Service ceases. Section 5.5 (Data Deletion) governs the handling of Firm Data after termination.

12. General Provisions

12.1. Governing Law

This Agreement is governed by the laws of the State of Ohio, without regard to conflict of law principles.

12.2. Dispute Resolution

Any dispute arising from this Agreement shall be resolved through binding arbitration in Summit County, Ohio, except that either party may seek injunctive relief in a court of competent jurisdiction.

12.3. Modifications

CairnTrail may update this Agreement by posting revised terms at this URL. Where a change is material, CairnTrail will, where reasonably possible, communicate the change via email to Firm administrators at least 30 days before it takes effect. Continued use after the effective date constitutes acceptance.

12.4. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.

12.5. Entire Agreement

This Agreement, together with the Privacy Policy and any subscription-specific terms, constitutes the entire agreement between you and CairnTrail regarding the Service.

13. Contact

CairnTrail Software LLC
Ohio, United States
Legal inquiries: legal@cairntrail.com
Product support: cairntrail.com/support · support@cairntrail.com