End-User License Agreement

Effective Date: March 1, 2026

Last Updated: February 25, 2026

1. Agreement to Terms

By accessing or using LedgerRail (“Service”), provided by ZP Consultants LLC (“Zalmy.AI,” “Company,” “we,” “us”), you (“User,” “you”) agree to be bound by this End-User License Agreement. If you do not agree, do not use the Service.

2. Description of Service

LedgerRail is a software-as-a-service (SaaS) platform that provides AI agent governance infrastructure. The Service authorizes, audits, and manages AI agent actions directed at business systems, including but not limited to accounting and financial systems accessed via third-party APIs (e.g., QuickBooks Online via Intuit’s OAuth 2.0 protocol).

3. License Grant

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes, subject to the terms of this Agreement and any applicable subscription plan.

4. User Responsibilities

You agree to:

Provide accurate registration and account information
Maintain the security of your account credentials
Comply with all applicable laws and regulations
Not use the Service for any unlawful purpose
Not attempt to reverse engineer, decompile, or disassemble the Service
Not share, resell, or sublicense access without written consent
Use third-party integrations (e.g., QuickBooks Online) in compliance with their respective terms of service

5. Data and Third-Party Integrations

5.1 QuickBooks Online Integration

The Service connects to QuickBooks Online (“QBO”) via Intuit’s OAuth 2.0 protocol. By authorizing the connection, you grant LedgerRail permission to access your QBO data as specified during the OAuth consent flow. You may revoke this access at any time through your QBO account settings or by contacting us.

5.2 Data Handling

We access your financial data solely to provide governance, audit trail, and agent management services. We do not sell your data. We do not share your data with third parties except as required to operate the Service (e.g., cloud hosting providers under data processing agreements).

5.3 Disconnect

You may disconnect the Service from your QBO account at any time. Upon disconnection, we will cease accessing your QBO data. Audit trail records generated during active use will be retained per our data retention policy (see Privacy Policy).

6. AI Agent Governance — Acceptable Use

The Service governs AI agent actions. You acknowledge that:

The Service evaluates and authorizes agent-proposed actions per configured policies
The Service does not guarantee that all agent errors will be prevented
Undo/reversal functionality depends on the nature of the underlying action and the connected system’s capabilities
You remain responsible for the configuration of governance policies and approval chains
The Service supplements, but does not replace, your internal controls and professional judgment

7. Intellectual Property

All rights, title, and interest in the Service, including all intellectual property rights, remain with ZP Consultants LLC. This Agreement does not grant you ownership of any part of the Service.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZP CONSULTANTS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ZP CONSULTANTS LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Termination

Either party may terminate this Agreement at any time. We may suspend or terminate your access if you violate these terms. Upon termination:

Your license to use the Service immediately ends
We will disconnect all third-party integrations
Audit trail data will be retained for 90 days, then deleted unless otherwise required by law
You may request data export prior to termination

11. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Rockland County, New York.

12. Changes to This Agreement

We may update this EULA from time to time. Material changes will be communicated via email or in-app notification at least 30 days before taking effect. Continued use after changes constitutes acceptance.

13. Contact

ZP Consultants LLC d/b/a Zalmy.AI
hello@ledgerrail.com