Software License and Services Agreement

1. Agreement Overview

This Software License and Services Agreement ("Agreement") is entered into between muratov.io ("Licensor," "we," or "us") and the individual or entity ("Licensee" or "you") that has been granted access to a dedicated Yusagi installation following successful onboarding.

By accessing or using your Yusagi installation, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must cease use immediately and contact us to terminate your installation.

Note: This is not a terms of service for a multi-tenant cloud service. Yusagi is provided through dedicated, isolated installations with personal onboarding. This Agreement governs the software license and associated services for your specific installation.

2. Definitions

• "Dedicated Installation" means your isolated instance of the Yusagi software, deployed exclusively for your use with its own infrastructure, database, and storage.
• "Software" means the Yusagi audit workpaper generation application, including all updates and modifications provided during the term.
• "Services" means the hosting, maintenance, support, and updates provided by Licensor for your Dedicated Installation.
• "Authorized Users" means individuals within your organization who have been granted access credentials to use the Software.
• "Your Data" means all audit workpapers, documents, client information, and other content created or uploaded within your Dedicated Installation.

3. License Grant

Subject to the terms of this Agreement and payment of applicable fees, Licensor grants you a limited, non-exclusive, non-transferable license to:

• Access and use the Software through your Dedicated Installation
• Permit Authorized Users within your organization to use the Software
• Create, store, and manage audit workpapers and related documents
• Export content generated by the Software in supported formats

License Restrictions

You shall not:

• Sublicense, sell, resell, or distribute access to the Software
• Modify, reverse engineer, decompile, or disassemble the Software
• Attempt to access other users' installations or system infrastructure
• Use the Software for purposes other than legitimate audit and accounting work
• Share credentials or allow unauthorized access to your installation
• Use the Software in violation of applicable laws or professional standards

4. Onboarding and Access

Access to Yusagi is provided through a personal onboarding process, not self-service registration. This ensures:

• Proper verification of professional credentials
• Tailored configuration for your practice needs
• Direct training and setup assistance
• Establishment of dedicated support channels

User accounts are created during onboarding. Additional Authorized Users may be added by contacting us. We reserve the right to verify professional credentials before granting access.

5. Your Responsibilities

As Licensee, you agree to:

• Maintain credential security: Keep login credentials confidential and notify us immediately of any suspected unauthorized access
• Accurate information: Provide accurate professional and contact information during onboarding and keep it current
• Professional standards: Use the Software in compliance with applicable audit standards (ISA for LCE, local requirements)
• Professional judgment: Review and validate all AI-generated content before use in professional engagements
• Legal compliance: Ensure your use complies with all applicable laws, regulations, and professional ethics requirements
• Data backup: While we maintain backups of your Dedicated Installation, you are responsible for maintaining your own copies of critical work product

6. Professional Responsibility Disclaimer

The Software is a tool to assist qualified professionals, not a replacement for professional judgment.

AI-generated workpapers, suggestions, and analysis require professional review before use. You, as a licensed professional, remain solely responsible for:

• The accuracy and appropriateness of all audit documentation
• Compliance with professional standards and regulations
• Exercise of professional judgment in audit engagements
• Verification of all generated content before client delivery

We make no representations regarding the compliance of AI-generated content with specific professional standards. You must apply your professional expertise to validate all outputs.

7. Data Ownership and Control

You retain full ownership of Your Data. We do not claim any ownership rights to audit workpapers, client information, or other content you create within your Dedicated Installation.

The license granted to us is limited to what is necessary to provide the Services:

• Hosting Your Data within your Dedicated Installation
• Processing Your Data as necessary for Software functionality
• Creating backups for disaster recovery purposes

We will not access Your Data for any purpose except: (a) providing requested technical support, and (b) as required by law. We do not use Your Data for AI training, analytics, or any purpose beyond operating your installation.

8. Services and Support

During the term of this Agreement, we will provide:

• Hosting: Operation of your Dedicated Installation on secure infrastructure
• Maintenance: Regular security patches and bug fixes
• Updates: New features and improvements as released
• Support: Technical assistance via your dedicated support channel
• Availability target: We aim for 99.5% uptime, excluding scheduled maintenance

Scheduled maintenance will be communicated in advance when possible. Emergency security updates may be applied without notice.

9. Fees and Payment

License fees are agreed upon during onboarding and detailed in your specific engagement agreement. General terms:

• Fees are invoiced as agreed (monthly, annually, or otherwise)
• Payment is due within 30 days of invoice unless otherwise agreed
• Late payments may result in suspension of Services
• Fee changes require 60 days written notice before the next renewal period

We do not offer refunds for partial periods. Upon termination, you will have opportunity to export Your Data before the installation is decommissioned.

10. Term and Termination

Term: This Agreement begins upon completion of onboarding and continues until terminated by either party.

Termination by Licensee: You may terminate by providing 30 days written notice. Upon termination, you may request export of Your Data.

Termination by Licensor: We may terminate if you:

• Fail to pay fees after written notice and 14-day cure period
• Materially breach this Agreement and fail to cure within 30 days of notice
• Use the Software for illegal purposes
• Attempt to compromise system security

Effect of Termination: Upon termination, your access will be revoked. You will have 30 days to request data export before your Dedicated Installation is permanently deleted.

11. Limitation of Liability

Exclusion of Consequential Damages: To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

Cap on Liability: Our total liability arising from or related to this Agreement shall not exceed the total fees paid by you in the twelve (12) months preceding the claim.

Professional Liability: We are not liable for professional decisions made based on Software output. You bear full professional responsibility for audit opinions, conclusions, and work product delivered to clients.

12. Warranties and Disclaimers

Our Warranty: We warrant that during the term, the Software will perform substantially as described in our documentation.

Disclaimer: EXCEPT AS EXPRESSLY STATED, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

No Professional Advice: The Software does not constitute professional audit, accounting, or legal advice. AI-generated content is for professional review and modification, not direct use without validation.

13. Intellectual Property

Licensor IP: We retain all rights to the Software, including all modifications, improvements, and derivative works. This Agreement grants a license, not ownership.

Your IP: You retain all rights to Your Data and any work product created using the Software.

Feedback: If you provide suggestions for improvements, we may incorporate them into the Software without obligation.

14. Confidentiality

Both parties agree to maintain confidentiality of proprietary information. This includes:

• For Licensee: Software architecture, pricing terms, and non-public features
• For Licensor: Your Data, client information, and business practices observed during support

We acknowledge that CPAs and auditors have professional confidentiality obligations and our dedicated installation model is designed to support these requirements.

15. Modifications to Agreement

We may modify this Agreement with 30 days notice for material changes. Continued use after the notice period constitutes acceptance. If you do not accept changes, you may terminate pursuant to Section 10.

Material changes include modifications to fees, liability terms, or data handling. Minor clarifications may be made without notice.

16. Governing Law and Disputes

This Agreement shall be governed by applicable law. Any disputes shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration or in courts of competent jurisdiction, as mutually agreed.

17. General Provisions

• Entire Agreement: This Agreement, together with any specific engagement agreement from onboarding, constitutes the entire agreement between parties.
• Severability: If any provision is found unenforceable, remaining provisions continue in effect.
• No Waiver: Failure to enforce a provision does not waive the right to enforce it later.
• Assignment: You may not assign this Agreement without our written consent. We may assign to a successor in connection with a merger or acquisition.
• Notices: Legal notices shall be sent to the contact information provided during onboarding.

18. Contact

For questions about this Agreement or to provide notices:

• Contact form: /contact
• Your dedicated support channel (for active installations)