End User License Agreement

Last Updated: June 9, 2026  ·  Effective Date: June 9, 2026

1. Definitions

For purposes of this Agreement:

• “Software” means the attestiqa^™ application, including all HTML, CSS, JavaScript, and associated files, in any version or update provided by Licensor.
• “Licensor” means Walter W. Larkins, doing business as attestiqa, with a business address at 235 E Broadway, Ste 624, #118, Long Beach, CA 90802.
• “Licensee” means the individual or entity that has lawfully obtained a valid license key and accepted this Agreement.
• “License Key” means the unique alphanumeric string issued by Licensor that activates and enables the Software for a specified period and tier.
• “Engagement Data” means any data, workpapers, notes, evidence, or other information created, entered, or generated by Licensee using the Software.
• “Source Code” means the human-readable form of the Software, including all HTML, JavaScript, CSS, and associated markup.
• “Documentation” means all user manuals, technical manuals, help files, and other materials provided by Licensor in connection with the Software.

2. License Grant

2.1 Limited License

Subject to Licensee’s payment of applicable fees (if any) and compliance with all terms of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to:

• Install and use the Software on devices owned or controlled by Licensee;
• Use the Software solely for Licensee’s own lawful professional accounting and attestation activities;
• Make one (1) backup copy of the Software file for archival purposes only.

2.2 License Tiers

The specific features and usage limitations of the Software are governed by the license tier associated with Licensee’s License Key (Solo, Growing, or Enterprise) as described in the applicable order documentation or pricing schedule. Licensee agrees not to exceed the usage limitations of the purchased tier.

2.3 No Implied Licenses

Licensor reserves all rights not expressly granted in this Agreement. No license is granted by implication, estoppel, or otherwise.

3. Restrictions

Licensee shall NOT, and shall not permit any third party to:

1. Copy, distribute, or sublicense the Software or any portion thereof to any third party, except for the single authorized backup copy;
2. Sell, resell, rent, lease, or lend the Software or any license rights thereto;
3. Modify, adapt, translate, or create derivative works based upon the Software or any portion of its Source Code without the prior written consent of Licensor;
4. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the proprietary algorithms, security mechanisms, license validation logic, or trade secrets embedded in the Software, except to the extent expressly permitted by applicable law;
5. Remove, alter, or obscure any copyright notices, trademark notices, or other proprietary rights notices embedded in or displayed by the Software;
6. Use the Software to develop a competing product or service that replicates a substantial portion of the Software’s features, structure, or methodology;
7. Share, publish, or disclose the License Key to any unauthorized party, or use a License Key not lawfully issued to Licensee;
8. Use the Software in any manner that violates applicable law, AICPA professional standards, or any applicable state CPA licensing requirements;
9. Circumvent or attempt to circumvent the license validation or key verification mechanisms of the Software.

4. Intellectual Property Ownership

4.1 Licensor’s Property

The Software, including all Source Code, algorithms, designs, methodologies, control frameworks, audit logic structures, database schemas, user interface designs, and Documentation, is and shall remain the exclusive intellectual property of Walter W. Larkins, doing business as attestiqa. The Software is protected by United States copyright law, trade secret law, and applicable international intellectual property treaties.

attestiqa^™ is a trademark of Walter W. Larkins. Licensee is not granted any right to use Licensor’s trademarks, trade names, service marks, or logos except as necessary to identify the Software in accordance with this Agreement.

4.2 Licensee’s Engagement Data

All Engagement Data created by Licensee using the Software remains the exclusive property of Licensee. Licensor makes no claim to any Engagement Data. Because the Software operates entirely locally in Licensee’s browser and no Engagement Data is transmitted to Licensor’s servers, Licensor does not have access to, store, or process Engagement Data.

5. Confidentiality of Source Code

The Source Code of the Software constitutes valuable trade secrets and confidential information of Licensor. Licensee acknowledges that the Source Code may be visible in certain technical forms (e.g., browser developer tools) as a consequence of the Software’s delivery format. Such visibility does not constitute a license or authorization to use, copy, or share the Source Code, and does not diminish Licensor’s trade secret protections.

Licensee agrees to treat the Source Code, underlying algorithms, security mechanisms, license validation logic, and control framework structure as confidential information and to not disclose, share, or publish any portion thereof without Licensor’s prior written consent.

6. Professional Use; No Unauthorized Practice

The Software is designed to support the work of licensed Certified Public Accountants (CPAs) and accounting firms. Licensee represents and warrants that:

• Licensee is a licensed CPA or is operating under the supervision of a licensed CPA;
• Licensee’s use of the Software complies with all applicable professional standards, including AICPA standards and applicable state CPA licensing requirements;
• Licensee takes full professional responsibility for the professional judgments, opinions, and conclusions expressed in any attestation or workpaper produced using the Software.

The Software is a professional tool that structures and facilitates the attestation process. It does not replace the Licensee’s professional judgment, and Licensor makes no representation that use of the Software ensures compliance with any professional standard.

7. Updates and New Versions

Licensor may, from time to time, release updates, patches, or new versions of the Software. Such updates may be provided at no additional charge or may require the purchase of an updated license, at Licensor’s discretion. This Agreement applies to all updates and new versions unless accompanied by a separate license agreement.

Licensor is not obligated to provide updates, maintenance, or support under this Agreement unless separately agreed to in writing.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

• ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• ANY WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE;
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION PROVIDED BY THE SOFTWARE;
• ANY WARRANTY THAT THE SOFTWARE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF ANY SPECIFIC PROFESSIONAL STANDARD, REGULATORY FRAMEWORK, OR LEGAL OBLIGATION. COMPLIANCE WITH AICPA STANDARDS, PROFESSIONAL INDEPENDENCE REQUIREMENTS, AND APPLICABLE LAW REMAINS LICENSEE’S SOLE PROFESSIONAL RESPONSIBILITY.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;
• PROFESSIONAL LIABILITY, MALPRACTICE CLAIMS, OR REGULATORY SANCTIONS ARISING FROM LICENSEE’S USE OF THE SOFTWARE;
• LOSS OF OR CORRUPTION OF ENGAGEMENT DATA STORED IN LICENSEE’S BROWSER;

EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY TO LICENSEE EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE LICENSE KEY THAT GIVES RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.

10. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor and its heirs, successors, assigns, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to:

• Licensee’s violation of this Agreement;
• Licensee’s use of the Software in a manner not authorized by this Agreement;
• Any professional services rendered by Licensee using the Software;
• Licensee’s violation of any applicable professional standards or laws.

11. Term and Termination

11.1 Term

This Agreement is effective from the date Licensee first uses the Software and continues until the License Key expires or until terminated as set forth herein.

11.2 Termination by Licensor

Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach.

11.3 Effect of Termination

Upon termination of this Agreement: (a) all license rights granted to Licensee shall immediately cease; (b) Licensee shall cease all use of the Software and destroy or delete all copies of the Software in Licensee’s possession or control; and (c) Sections 4, 5, 8, 9, 10, 12, and 13 shall survive termination.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration to be conducted in Los Angeles County, California. Judgment on the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, Licensor may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or enforce confidentiality obligations without first engaging in arbitration.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any applicable order documentation, constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings relating to the Software.

13.2 Amendment

Licensor reserves the right to amend this Agreement with reasonable notice. Continued use of the Software after the effective date of any amendment constitutes acceptance of the amended terms. Material changes will be communicated via email to license holders on file.

13.3 Severability

If any provision of this Agreement is held to be unenforceable or invalid, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified only to the extent necessary to make it enforceable.

13.4 Waiver

Licensor’s failure to enforce any right or provision of this Agreement shall not be deemed a waiver of that right or provision. A waiver of any right or provision is effective only if in writing and signed by Licensor.

13.5 Assignment

Licensee may not assign or transfer this Agreement or any rights hereunder without Licensor’s prior written consent. Any purported assignment without such consent shall be null and void. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of Licensor’s assets.

13.6 Notices

Notices under this Agreement shall be sent to Licensor at the address below and shall be deemed delivered when sent by email with confirmation of receipt, or when sent by certified mail, return receipt requested:

Walter W. Larkins, doing business as attestiqa
235 E Broadway, Ste 624, #118
Long Beach, CA 90802
Email: Walter@AttestIQA.com

13.7 Export Compliance

Licensee agrees to comply with all applicable export laws and regulations and shall not export or re-export the Software to any country, person, entity, or end use prohibited by applicable export control laws.

13.8 Headings

Section headings in this Agreement are for convenience only and have no legal or contractual effect.