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 website, applications, and services provided by Shockwave Digital Advertising ("Shockwave," "we," "us," or "our"), including the "Shockwave Bookkeeping" application that integrates with QuickBooks Online. By accessing our website or using our services, you agree to these Terms. If you do not agree, do not use our website or services.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use our services. If you use our services on behalf of a business, you represent that you are authorized to bind that business to these Terms.

2. Our services

Shockwave provides marketing services (including websites, advertising, indoor digital billboard placement, and managed marketing), as well as bookkeeping and financial-reporting services. Specific paid engagements are described in, and governed by, separate written agreements or proposals between you and Shockwave. Where those agreements conflict with these Terms regarding the specific services they cover, the signed agreement controls.

Payments and processing fees. Payment-processing fees for credit card and bank-transfer (ACH) payments are passed through at cost and itemized on your invoice. Debit card payments carry no processing fee.

3. License to use the Shockwave Bookkeeping application

Subject to these Terms, Shockwave grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Shockwave Bookkeeping application solely for your internal business purposes and only for the duration of your engagement with us. We retain all rights not expressly granted.

4. Account connections and authorization

Some services require you to connect third-party accounts — most notably QuickBooks Online through Intuit's authorization (OAuth) flow. By connecting an account, you authorize Shockwave to access and process data from that account as needed to provide the services you have requested, and you represent that you have the authority to grant that access. You may revoke access at any time by disconnecting the integration in QuickBooks Online or by contacting us.

5. QuickBooks Online / Intuit integration

• Our access to your QuickBooks data is governed by these Terms and our Privacy Policy, and is used only to deliver the services you request.
• Your use of QuickBooks is also subject to Intuit's own terms of service and privacy policy. Intuit is a third party; Shockwave is an independent service provider and is not affiliated with, endorsed by, or sponsored by Intuit Inc.
• QuickBooks and Intuit are trademarks of Intuit Inc., used here for identification only.

6. Acceptable use

You agree not to:

• Use the services for any unlawful, infringing, or fraudulent purpose.
• Attempt to gain unauthorized access to our systems, other users' data, or any connected third-party account you are not authorized to access.
• Interfere with or disrupt the integrity or performance of the services.
• Reverse engineer, copy, resell, or create derivative works of our applications except as permitted by law.

7. Intellectual property

The website, applications, software, content, and branding are owned by Shockwave or its licensors and are protected by intellectual-property laws. Except for the limited license granted above, these Terms do not transfer any ownership rights to you. Work product delivered under a separate client agreement is governed by that agreement.

8. Disclaimers

Our website, applications, and services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Shockwave is a marketing and bookkeeping services provider. Our services and any reports, summaries, or outputs are for general business purposes and do not constitute accounting, tax, legal, investment, or other professional advice. You are responsible for the accuracy of the data you provide and for decisions you make based on our services. We do not guarantee any specific marketing results, revenue, leads, or return on investment.

9. Limitation of liability

To the maximum extent permitted by law, Shockwave and its owners, employees, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising from or related to your use of the services. Our total liability for any claim relating to the services will not exceed the amount you paid us for the services giving rise to the claim in the three (3) months preceding the event.

10. Indemnification

You agree to indemnify and hold harmless Shockwave from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your use of the services, your violation of these Terms, or your violation of any law or third-party right, including any authorization you grant us to access a connected account.

11. Termination

You may stop using the services and disconnect any integrations at any time. We may suspend or terminate access if you violate these Terms or if necessary to protect our services or other users. Provisions that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, and indemnification) will survive.

12. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. You agree that the state and federal courts located in Fresno County, California will have exclusive jurisdiction over any dispute arising from these Terms or the services, subject to any binding arbitration or dispute-resolution terms in a separate signed agreement.

13. Changes to these Terms

We may update these Terms from time to time. We will post the updated version here and revise the "Last updated" date above. Your continued use of the services after changes take effect constitutes acceptance of the revised Terms.

14. Contact us

Questions about these Terms? Contact us:

• Shockwave Digital Advertising
• Email: [email protected]
• Phone: (559) 530-2408
• Friant, California — serving Fresno, Clovis & the Central Valley