Terms of Service & End-User License Agreement
These Terms of Service and End-User License Agreement (the "Terms") govern your access to and use of the Spach Systems software service (the "Service"), provided by Spach Systems LLC ("Spach Systems," "we," "us"). By creating an account or using the Service, you agree to these Terms.
1. The Service
Spach Systems provides back-office financial software for independent restaurant operators. The Service connects, with your authorization, to third-party systems including point-of-sale system (such as Toast), accounting (QuickBooks Online), and — optionally — bank-data providers, to produce financial reporting, cost analysis, journal-entry preparation, and cash-flow tools. Journal entries prepared by the Service are presented to you for review and are posted to your accounting system only as you direct.
2. Eligibility and Accounts
You must be at least 18 years old and authorized to act for the business whose data you connect. You are responsible for maintaining the confidentiality of your login credentials, for enabling available security features such as multi-factor authentication, and for all activity under your account. Notify us promptly of any unauthorized use.
3. License
Subject to these Terms, Spach Systems grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own internal business purposes. This license does not transfer any ownership in the Service. You may not copy, modify, reverse-engineer, resell, sublicense, or create derivative works from the Service, or access it to build a competing product.
4. Your Data and Third-Party Connections
You retain ownership of the data you connect or enter ("Your Data"). You grant Spach Systems the limited right to access, process, and store Your Data solely to provide the Service to you, as described in our Privacy Policy.
When you connect a third-party system such as QuickBooks Online, a point-of-sale provider such as Toast, or a bank-data provider, you authorize Spach Systems to access data from that system on your behalf, and your use of that system remains subject to that provider's own terms. You may disconnect any integration at any time, which revokes our access to it. Access to QuickBooks Online is provided through Intuit's authorized API and is subject to Intuit's applicable terms.
5. Acceptable Use
You agree not to use the Service to violate any law, infringe any right, upload malicious code, attempt to gain unauthorized access to the Service or to other operators' data, or interfere with the operation or security of the Service. You agree to connect only data you are authorized to connect.
6. Fees
Access to the Service is provided on a subscription basis at the rates presented to you at sign-up or as otherwise agreed in writing. Fees are billed in advance and are non-refundable except where required by law or expressly stated. We will give reasonable notice of changes to fees.
7. Not Financial, Accounting, Legal, or Tax Advice
The Service is a software tool, not a substitute for professional advice.
Spach Systems is not an accountant, bookkeeper, auditor, financial advisor, tax preparer, or attorney. The reporting, categorizations, forecasts, and prepared journal entries the Service produces are informational and are based on the data you connect and enter. You are responsible for reviewing all output, for the accuracy and completeness of Your Data, and for any entries posted to your accounting system. You should consult a qualified professional before making financial, accounting, tax, or legal decisions.
8. Service Availability
We work to keep the Service reliable but do not guarantee uninterrupted or error-free operation. The Service depends on third-party providers (hosting, database, and the connected APIs), and interruptions or changes in those providers may affect it. We may modify, suspend, or discontinue features with reasonable notice where practical.
9. Warranty Disclaimer
The Service is 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, accuracy, or non-infringement. We do not warrant that the Service will meet your requirements or that its output will be error-free.
10. Limitation of Liability
To the maximum extent permitted by law, Spach Systems will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of the Service. Our total liability for any claim relating to the Service will not exceed the amount you paid us for the Service in the twelve months before the event giving rise to the claim.
11. Indemnification
You agree to indemnify and hold Spach Systems harmless from claims, losses, and expenses arising from your misuse of the Service, your violation of these Terms, or your violation of any law or third-party right.
12. Termination
You may stop using the Service and close your account at any time. We may suspend or terminate access if you breach these Terms or if required to protect the Service or other operators. On termination, your license ends and we will handle Your Data as described in the Privacy Policy.
13. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will update the effective date above and, where appropriate, notify you. Your continued use of the Service after changes take effect constitutes acceptance.
14. Governing Law
These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The state and federal courts located in New Jersey will have exclusive jurisdiction over any dispute arising from these Terms or the Service.