End-User License Agreement
Last Updated: 2026-06-10
This End-User License Agreement (this "Agreement" or "EULA") is a binding legal agreement between you, either an individual or the entity you represent ("you" or "User"), and Credenza Labs, Inc., a Delaware corporation ("Credenza," "we," "us," or "our"), governing your access to and use of the Credenza Software (defined below).
This Agreement supplements, and is in addition to, the Credenza Terms of Use available at usecredenza.com/terms-of-use (the "Terms of Use") and the Credenza Privacy Policy available at usecredenza.com/privacy-policy (the "Privacy Policy"), each of which is incorporated into this Agreement by reference. This EULA governs your license to use the Software; the Terms of Use govern your broader use of the Credenza service. In the event of a direct conflict between this Agreement and the Terms of Use with respect to the licensing of the Software, this Agreement controls.
Please read this Agreement carefully. By installing, accessing, or using the Software, or by clicking "I agree" (or a similar control), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not install, access, or use the Software. If you are entering into this Agreement on behalf of a company, firm, or other legal entity, you represent that you have the authority to bind that entity, in which case "you" and "User" refer to that entity.
1. Definitions
- "Software" means the Credenza platform and all software, applications, and services we make available to you, including (a) the Credenza web application; (b) the Credenza application for Shopify and any other commerce-platform integrations; (c) any Credenza browser extension; (d) any associated microservices, APIs, scripts, and supporting tools; and (e) any updates, upgrades, patches, modifications, and accompanying documentation that we provide.
- "Documentation" means any user guides, help articles, and other materials we make available describing the operation or use of the Software.
- "User Content" means any data, information, files, resale certificates, business details, tax identification numbers, signatures, images, and other materials that you or your authorized users submit to, upload to, or generate using the Software.
- "Generated Documents" means resale certificates, exemption documents, and other PDF or electronic documents produced by the Software using your inputs.
- "Authorized Users" means the individuals (such as a firm's owners, members, or authorized signers, or a vendor's team members) whom you permit to access the Software under your account in accordance with the Terms of Use.
2. License Grant
Subject to your continuous compliance with this Agreement and the Terms of Use, and (where applicable) your payment of all applicable fees, Credenza grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software and Documentation solely for your own internal business purposes during the term of this Agreement.
This license is personal to you and your Authorized Users. It conveys no ownership interest in the Software, and all rights not expressly granted are reserved by Credenza.
3. License Restrictions
You will not, and will not permit any Authorized User or third party to:
1 copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by this Agreement;
2 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Software, except to the limited extent this restriction is prohibited by applicable law;
3 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Software available to any third party, including via timesharing, service bureau, or "software-as-a-service" resale;
4 remove, alter, or obscure any proprietary notices (including copyright, trademark, or the Credenza footer or attestation language) on the Software or on any Generated Document;
5 access or use the Software to build, train, or improve a competing product or service, or to benchmark or copy its features or user interface;
6 use any robot, scraper, or automated means to access the Software, or circumvent or attempt to circumvent any rate limits, usage limits, authentication, or access controls;
7 introduce any virus, malware, or harmful code, or interfere with, disrupt, or impose an unreasonable load on the Software or its supporting infrastructure;
8 attempt to gain unauthorized access to the Software, other users' accounts, or any system or network connected to the Software, or violate the security or integrity of any Credenza system;
9 use the Software in violation of any applicable law, regulation, or third-party right, or to submit information you know to be false, fraudulent, or misleading; or
10 use the Software other than as expressly permitted by this Agreement and the Documentation.
4. Ownership and Intellectual Property
The Software and Documentation are licensed, not sold. Credenza and its licensors own and retain all right, title, and interest in and to the Software, the Documentation, and all intellectual property rights therein, including all copyrights, patents, trademarks, trade secrets, and the underlying templates, mappings, scoring logic, and verification engine. The name "Credenza," the Credenza logo, and related marks are trademarks of Credenza Labs, Inc.; nothing in this Agreement grants you any right to use them except as necessary to use the Software as intended.
As between you and Credenza, you retain all right, title, and interest in and to your User Content. You grant Credenza a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, and display your User Content, and to create Generated Documents from it, solely as necessary to provide, secure, maintain, and improve the Software and as further described in the Privacy Policy. You represent and warrant that you have all rights necessary to submit your User Content and to grant this license.
5. Feedback
If you provide Credenza with any suggestions, ideas, enhancement requests, or other feedback regarding the Software ("Feedback"), you grant Credenza a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose without restriction or obligation to you. Feedback is provided voluntarily and is not your Confidential Information.
6. Accounts and Authorized Users
Access to the Software requires an account. You are responsible for (a) maintaining the confidentiality of your account credentials and magic-link sign-in access; (b) all activity that occurs under your account, including the acts and omissions of your Authorized Users; and (c) ensuring your Authorized Users comply with this Agreement. You will promptly notify Credenza of any unauthorized use of your account or any other breach of security. You are responsible for the accuracy of the information associated with your account.
7. Compliance, Tax, and Verification Disclaimer
The Software helps you prepare resale and exemption documents and assists vendors in evaluating trade applicants. It is a tool, not a substitute for professional judgment.
1 Not legal, tax, or accounting advice. Credenza is not a law firm, accounting firm, or tax advisor, and the Software does not provide legal, tax, or accounting advice. Generated Documents, eligibility indicators, verification results, and scores are informational only. You are solely responsible for determining whether a resale or exemption certificate is appropriate for your transaction, for the accuracy and completeness of the information you provide, for your registration and qualification in any jurisdiction, and for your own compliance with applicable sales-and-use-tax and other laws. You should consult your own qualified advisors.
2 Accuracy of inputs. Generated Documents are produced from the information you supply (including tax identification numbers, business details, and signatures). Credenza does not independently verify, and is not responsible for, the truth or accuracy of your inputs. Submitting a false or invalid certificate may carry legal and financial consequences for which you, not Credenza, are responsible.
3 Automated verification. The Software's verification and scoring features may rely on automated checks, third-party data sources, and artificial-intelligence models (including large-language-model and computer-vision analysis). These features are probabilistic, may be incomplete or inaccurate, and are intended to assist—not replace—human review. Vendors remain solely responsible for their own approval, decline, and account decisions, and for compliance with applicable anti-discrimination, fair-lending, consumer-protection, and privacy laws. Credenza does not guarantee that any applicant is legitimate or that any verification result is correct.
4 No guarantee of accuracy or acceptance. Credenza does not guarantee that any Generated Document will be deemed accurate and complete, or that it will be accepted by any vendor, taxing authority, or other party.
8. Third-Party Services
The Software interoperates with and depends on third-party services, including, without limitation, Shopify, Supabase, Vercel, Stripe, Anthropic, and email and search providers. Your use of those services may be subject to their own terms and privacy policies, and Credenza is not responsible for their acts, omissions, availability, or content. If you connect a third-party account (for example, a Shopify store) to the Software, you authorize Credenza to access and exchange data with that service as needed to provide the Software, and you represent that you have the authority to grant that access. Credenza is not liable for any loss arising from a third-party service's unavailability, change, suspension, termination, or their breach of any data privacy or consumer protection regulations.
9. Fees and Subscriptions
Certain features of the Software require a paid subscription. Pricing, billing cycles, trials, overage handling, and renewal terms are described at the point of purchase, in your in-product billing settings, and in the Terms of Use, which govern all payment matters. Except as expressly required by law or stated in the Terms of Use, fees are non-refundable. Designer plans and vendor plans are separate products with separate terms. Credenza may change its fees on prospective notice as permitted by the Terms of Use.
10. Updates and Modifications to the Software
Credenza may, from time to time and without notice, update, modify, enhance, suspend, or discontinue the Software or any of its features. Updates may be deployed automatically. This Agreement governs any updates unless an update is accompanied by a separate license, in which case that license governs the update. Credenza is not obligated to provide any particular feature, update, or level of support, and may impose or change usage limits.
11. Term and Termination
This Agreement is effective when you first accept it and continues until terminated. You may terminate it at any time by ceasing all use of the Software and deleting any locally installed components (such as a browser extension). Credenza may suspend or terminate this Agreement and your access to the Software immediately and for any reason, including if you breach this Agreement or the Terms of Use, if required by law, or if Credenza discontinues the Software. Upon termination, the license granted in Section 2 ends and you must stop using the Software. Sections 3 through 5 and 7 through 16, and any other provisions that by their nature should survive, will survive termination. Termination of this Agreement does not entitle you to any refund except as required by the Terms of Use or applicable law. Handling of your User Content following termination is described in the Privacy Policy and Terms of Use.
12. Disclaimer of Warranties
The software, documentation, and all generated documents and verification results are provided "as is" and "as available," with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Credenza and its licensors and suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. Credenza does not warrant that the software will be uninterrupted, secure, or error-free, that defects will be corrected, or that any generated document or verification result will be accurate, complete, compliant, or accepted by any third party. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
13. Limitation of Liability
To the maximum extent permitted by applicable law:
1 In no event will Credenza or its officers, directors, employees, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, or for any tax, penalty, interest, or fine assessed against you, arising out of or relating to this agreement or the software, whether in contract, tort, strict liability, or otherwise, even if Credenza has been advised of the possibility of such damages.
2 Credenza's total cumulative liability arising out of or relating to this agreement or the software will not exceed the greater of (a) the amounts you actually paid to Credenza for the software in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).
These limitations apply even if a remedy fails for its essential purpose. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above may not apply to you. Nothing in this agreement limits liability that cannot be limited under applicable law.
14. Indemnification
You will defend, indemnify, and hold harmless Credenza and its officers, directors, employees, and agents from and against any third-party claims, demands, suits, or proceedings, and any resulting losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to (a) your User Content; (b) your use or misuse of the Software or any Generated Document; (c) your breach of this Agreement, the Terms of Use, or any applicable law; or (d) your violation of any third-party right. Credenza will provide you with prompt notice of any such claim and reasonable cooperation, and you will not settle any claim in a manner that imposes any obligation or admission on Credenza without its prior written consent.
15. Export Control and U.S. Government Rights
You represent that you are not located in, and will not use or export the Software in or to, any country or to any person subject to U.S. or other applicable trade sanctions or export controls, and that you are not on any U.S. government restricted-party list. The Software is "commercial computer software" and "commercial computer software documentation"; any use, duplication, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.
16. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to any binding arbitration or dispute-resolution provision in the Terms of Use (which, where applicable, controls the manner of resolving disputes), you and Credenza submit to the exclusive jurisdiction of the state and federal courts located in Florida for any dispute arising out of or relating to this Agreement or the Software, and you waive any objection to venue or forum non conveniens in those courts.
17. Changes to This Agreement
Credenza may modify this Agreement from time to time. When we do, we will revise the "Last Updated" date above and, where required, provide notice and re-prompt for acceptance on your next material action (such as generating a resale certificate). The version of this Agreement is identified by its "Last Updated" date in YYYY-MM-DD format. Your continued use of the Software after a revision becomes effective constitutes your acceptance of the revised Agreement. If you do not agree to a revision, you must stop using the Software.
18. Miscellaneous
- Entire Agreement. This Agreement, together with the Terms of Use and Privacy Policy, is the entire agreement between you and Credenza regarding the Software and supersedes all prior or contemporaneous understandings on that subject.
- Severability. If any provision of this Agreement is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
- No Waiver. Credenza's failure to enforce any provision is not a waiver of its right to do so later.
- Assignment. You may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without Credenza's prior written consent. Credenza may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.
- Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.
- Force Majeure. Credenza is not liable for any failure or delay caused by events beyond its reasonable control.
- Notices. Credenza may provide notices to you by email, through the Software, or by posting to the Credenza website. You may provide notices to Credenza at the contact below.
19. Contact
Questions about this Agreement may be directed to:
Credenza Labs, Inc.
Email: legal@usecredenza.com
