End-user license agreement
Fairlead Expenses is an internal application that Allyx licenses to its own personnel for recording, approving, and exporting business expenses. This agreement sets the terms of that license.
1. Agreement
This End-user license agreement (the "Agreement") is between Allyx, Inc., a Delaware corporation ("Allyx," "we," or "us"), and the individual who signs in to Fairlead Expenses (the "Application") ("you"). By signing in or using the Application, you accept this Agreement. If you do not accept it, do not use the Application.
This Agreement adds to, and does not replace, your employment or contractor agreement with Allyx and Allyx's policies, including its policies on expenses, reimbursement, confidentiality, and acceptable use. If this Agreement conflicts with your employment or contractor agreement, that agreement controls. Whether an expense is eligible for approval or reimbursement is decided under Allyx's expense policy, not by the Application.
2. Who may use the Application
The Application is for Allyx personnel only. You may use it only while Allyx has approved your Google account for access and only within the roles an administrator has assigned to you. The Application is not offered to the public, to Fairlead customers, or to anyone outside Allyx.
3. License
Subject to this Agreement, Allyx grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Application through a web browser, solely to perform your work for Allyx. The license ends automatically when your access is suspended or removed, or when your employment or engagement with Allyx ends.
4. Restrictions
You must not, and must not help anyone else to:
- share your sign-in, let another person use your session, or act under another person's identity;
- submit expenses that are false, inflated, duplicated, or not for Allyx business, or alter a receipt or other supporting document;
- access, or try to access, records, roles, or functions you have not been granted, or work around any permission, limit, or security control;
- copy, export, or disclose data from the Application except as your work for Allyx requires;
- upload malicious code, or files you have no right to share;
- probe, scan, or test the Application for vulnerabilities, or overload it, except as Allyx has authorised in writing; or
- copy, modify, reverse engineer, or create derivative works of the Application, except as the law expressly permits despite this restriction.
5. Your responsibilities
- Enter accurate and complete information, attach genuine supporting documents, and correct errors you find.
- When you approve, return, void, or export a document, do so only within your role and after the review Allyx's policies require.
- Keep your Google account secure, and tell legal@fairleadhq.com promptly if you suspect unauthorised access or find a security problem.
6. Data and confidentiality
All records in the Application, including expenses, attachments, and accounting data, belong to Allyx. They are Allyx confidential information, and your confidentiality obligations to Allyx apply to them. Allyx handles personal data in the Application as described in the Privacy policy. Your actions in the Application are recorded in an audit trail, and Allyx may review that trail to operate, secure, and audit the Application and its finances.
7. Third-party services
The Application relies on third-party services, including Google for sign-in, Intuit QuickBooks Online for Allyx's accounting records, and Cloudflare for hosting. Their own terms govern your use of them. Allyx is not responsible for their availability or for changes they make.
8. Ownership
Allyx and its licensors own the Application and all intellectual property rights in it. Fairlead and the Fairlead logo are trademarks of Allyx. This Agreement grants you no rights except the license in section 3. If you give feedback or suggestions about the Application, Allyx may use them without restriction or payment to you.
9. Suspension and termination
Allyx may suspend or end your access, change your roles, or revoke your sessions at any time, with or without notice, including when you breach this Agreement or when your employment or engagement ends. Allyx may change, suspend, or retire the Application at any time. Sections 4, 6, 8, 10, 11, 12, and 13 survive termination. Ending your access does not affect Allyx's obligations to you under law or your employment or contractor agreement, including the reimbursement of approved expenses.
10. Disclaimer of warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE." ALLYX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALLYX DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DATA SENT TO QUICKBOOKS ONLINE WILL BE FREE OF ERRORS. ACCOUNTING RECORDS ARE SUBJECT TO REVIEW BY ALLYX FINANCE.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. NOTHING IN THIS AGREEMENT LIMITS ALLYX'S OBLIGATION TO PAY WAGES OR REIMBURSE APPROVED EXPENSES, ANY RIGHT YOU HAVE UNDER EMPLOYMENT OR OTHER LAW THAT CANNOT BE WAIVED, OR LIABILITY FOR FRAUD OR WILFUL MISCONDUCT.
12. Governing law
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles, except where the law of the place you work requires otherwise. Disputes arising from this Agreement are resolved in the same forum and under the same process as disputes under your employment or contractor agreement with Allyx. If that agreement names none, the state and federal courts located in Delaware have exclusive jurisdiction.
13. General
Allyx may update this Agreement. We will post the new version here with a new effective date, and your continued use of the Application after that date means you accept it. If any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. You may not assign this Agreement. Allyx may assign it to a successor in a merger, acquisition, or sale of its business.
14. Contact
Allyx, Inc., attention: Legal. Email legal@fairleadhq.com. For privacy questions, email privacy@fairleadhq.com.