— Annex · Mercurius —

End-User License Agreement

The terms under which Mercurius is operated against an authorized QuickBooks Online realm.

1. Definitions

• "Bot" means Mercurius, a WvH Hospitality LLC AI Agent — a Model Context Protocol server developed and operated solely by WvH Hospitality LLC, used to interact with QuickBooks Online via Intuit's API.
• "Operator" means WvH Hospitality LLC, a California limited liability company with mailing address 1947 Garnet St, Mentone, CA 92359, acting through its Managing Member, JM Woody van Horn (full legal name: John Morsell Woody van Horn).
• "Client" means the natural person or legal entity that owns the QuickBooks Online realm to which the Bot has been authorized via OAuth.
• "Realm" means the QuickBooks Online company file identified by Intuit's realmId.
• "Engagement Letter" means the signed agreement between Operator and Client governing the underlying accounting, bookkeeping, fractional-CFO, or operational services for which the Bot is being used.

2. License Grant

The Operator grants himself a limited, non-transferable, non-sublicensable license to use the Bot solely as an instrument of the services described in the Engagement Letter, against the specific Realm authorized by the Client.

The Client is not granted a license to use, run, host, distribute, modify, decompile, reverse-engineer, sublicense, or rebrand the Bot. The Client's relationship to the Bot is solely that of the Realm-owner authorizing the Operator to use the Bot on its data.

3. Permitted Use

The Operator may use the Bot to perform any action that the Operator could perform manually through the QuickBooks Online interface or through Intuit's API under the OAuth scopes granted by the Client. Typical uses include:

• Pulling reports — Trial Balance, Profit & Loss, Balance Sheet, Cash Flow, A/R and A/P Aging, General Ledger, Transaction List
• Creating, updating, and voiding invoices, bills, expenses, journal entries, payments, and transfers
• Creating and updating customers, vendors, items, classes, locations, departments, and chart-of-accounts entries
• Reconciliation tooling — duplicate detection, uncleared transaction lookups, unapplied-payment reports, negative-balance scans
• Audit support — generating evidence packs for the Client, the Client's CPA, or the Client's auditor

All actions performed by the Bot are logged in the Operator's local audit file and are auditable by the Client at any time on request.

4. Restrictions

The Operator shall not:

• Use the Bot against any Realm for which OAuth authorization has not been explicitly granted by the Realm-owner
• Use the Bot for purposes outside the scope described in the Engagement Letter
• Sell, rent, lease, or sublicense access to the Bot to any third party
• Use the Bot in a manner that violates Intuit's Developer Terms of Service or the QuickBooks Online API rate limits or fair-use guidelines
• Use Client data to train any AI model or for any purpose unrelated to the Engagement Letter

5. Client Responsibilities

The Client shall:

• Maintain its own QuickBooks Online subscription in good standing
• Promptly disconnect the Bot at qbo.intuit.com/app/managelinks if the Engagement Letter is terminated, suspended, or materially modified
• Review and approve any Bot action that materially affects the Client's books, where such approval is contemplated by the Engagement Letter
• Independently verify the accuracy of any financial output relied upon for tax filings, regulatory filings, lender reporting, or material business decisions

6. Disclaimer of Warranty

The Bot is provided "as is" and "as available." Operator makes no warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Bot will be error-free, uninterrupted, or free of security vulnerabilities.

The Bot interacts with a third-party API (Intuit QuickBooks Online) whose behavior, availability, and data accuracy are outside Operator's control. Operator is not responsible for outages, data inconsistencies, or behavior changes originating with Intuit or with Anthropic (whose AI assistant orchestrates the Bot's actions).

7. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Operator's aggregate liability arising out of or relating to this Agreement exceed the fees paid by Client to Operator under the Engagement Letter in the three (3) months immediately preceding the event giving rise to the claim. In no event shall Operator be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost business opportunities, even if advised of the possibility of such damages.

8. Indemnification

Each party shall indemnify, defend, and hold harmless the other from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement.

9. Termination

This Agreement terminates automatically upon any of the following:

• The Client revokes the Bot's OAuth grant via the QuickBooks Online App Manager
• The Operator removes the Bot's stored refresh token for the Realm
• The Engagement Letter is terminated by either party

Upon termination, sections 6 (Warranty), 7 (Liability), 8 (Indemnification), 11 (Governing Law), and 12 (Disputes) survive. The Operator's data-handling obligations following termination are described in the Privacy Policy.

10. Confidentiality

The Operator shall treat all Realm data as confidential and shall not disclose it to any party other than (a) the Client; (b) Anthropic, as necessary for Claude to process the Operator's requests; (c) Intuit, as the source of the data; (d) the Client's CPA, auditor, lender, or other party expressly authorized in writing by the Client; or (e) as required by law.

11. Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflicts-of-laws principles.

12. Disputes

Any dispute arising out of or relating to this Agreement shall first be addressed by good-faith discussion between the parties — typically a Zoom call within ten (10) business days of written notice. If unresolved after thirty (30) days, the dispute shall be submitted to mediation in San Bernardino County, California, with a mutually-selected mediator and shared costs. Disputes that survive mediation may be brought before the state or federal courts of San Bernardino County, California, to whose jurisdiction the parties consent.

13. Entire Agreement

This Agreement, together with the Engagement Letter and the Privacy Policy, constitutes the entire agreement between the parties regarding the Bot, and supersedes all prior or contemporaneous understandings on this subject. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force.

14. Changes

If we change anything material in this Agreement, we'll update this page, revise the version number below, and email active Clients before the new version takes effect.

15. Contact

Questions about these terms: me@wvhhospitality.com. Please put "Mercurius — EULA" in the subject line.

Effective 28 April 2026 · Mentone, California · Version 1.0