Terms of Service & Software License Agreement

Last Updated: June 12, 2026

These Terms of Service ("Terms") govern access to and use of the Oui Technologies platform (the "Platform"), provided by Oui Technologies, a business registered in the State of Wisconsin, USA ("Oui," "we," "us"). By creating an account or using the Platform, you ("Customer," "you") agree to these Terms.

1. License Grant

Subject to your compliance with these Terms and payment of applicable fees, Oui grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business operations during the term of your subscription.

You may not:

  • Reverse-engineer, decompile, or attempt to extract source code from the Platform
  • Sublicense, resell, or provide third-party access to the Platform without written consent
  • Use the Platform to build a competing product

2. Account & Acceptable Use

You are responsible for:

  • The accuracy of information entered into the Platform
  • Maintaining the confidentiality of your login credentials
  • All activity occurring under your account, including by employees you authorize
  • Obtaining any necessary consents from employees before entering their personal information for scheduling purposes (see Privacy Policy, Section 2.2)

3. Data Ownership

  • Your Data. You retain ownership of all invoice data, inventory data, recipe data, and employee data you input into the Platform ("Customer Data").
  • Derived Data. Oui retains ownership of the Platform software, algorithms, and any aggregated or de-identified data derived from Customer Data that cannot be used to identify you or your business.
  • License Back. You grant Oui a limited license to use Customer Data solely to provide the Platform's services to you (invoice processing, QuickBooks sync, inventory/recipe routing).

4. Third-Party Integrations

The Platform integrates with QuickBooks (Intuit) and is hosted on Fly.io infrastructure. Use of QuickBooks integration is subject to Intuit's own terms and privacy practices, which are outside Oui's control. Oui is not responsible for the availability, accuracy, or practices of third-party services.

5. Invoice Processing Disclaimer

The Platform uses automated image recognition (OCR) to extract data from invoice images. Oui does not guarantee 100% accuracy of extracted data. You are responsible for reviewing invoice data — particularly before it routes to QuickBooks, inventory, or recipe costing — and Oui is not liable for losses resulting from inaccurate automated extraction that was not corrected by you prior to use.

6. Fees & Payment

6.1 Platform Subscription (Restaurant Customers).

Customers accessing the full Platform shall pay a monthly subscription fee of $250.00/month.

6.2 QuickBooks Integration Service (Accounting Firm Customers).

Customers accessing the QuickBooks invoice integration service shall pay $0.25 per invoice processed, billed monthly based on invoice volume for the preceding billing period.

6.3 Payment Terms.

All fees are due within thirty (30) days of the invoice date ("Due Date").

6.4 Late Payment.

Any payment not received within thirty (30) days of the Due Date shall accrue a late fee of $5.00 per day, up to a maximum of $150.00. If payment, including accrued late fees, is not received in full, Oui may suspend or terminate access to the Platform per Section 7.

6.5 Fee Changes.

Oui may modify its fees upon thirty (30) days' written notice. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees.

7. Term & Termination

  • Either party may terminate for convenience with 30 days' written notice.
  • Oui may suspend or terminate access immediately for breach of these Terms, non-payment, or misuse of the Platform.
  • Upon termination, you may request export of Customer Data within 30 days; after that period, Oui may delete Customer Data per the Privacy Policy.

8. Warranties & Disclaimers

The Platform is provided "as is" and "as available." Oui disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, except as expressly stated herein.

9. Limitation of Liability

To the maximum extent permitted by law, Oui's total liability arising out of or related to these Terms shall not exceed three thousand dollars ($3,000). Oui shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost data, even if advised of the possibility.

10. Indemnification

You agree to indemnify and hold Oui harmless from claims arising from: (a) your breach of these Terms; (b) your failure to obtain necessary consents for employee data entered into the Platform; (c) your misuse of Platform-derived inventory, recipe, or invoice data.

11. Confidentiality

Each party agrees to keep the other's confidential business information (including Customer Data, on Oui's side, and Platform technology, on Oui's side) confidential and not disclose it except as required by these Terms or law.

12. Modifications to Terms

Oui may update these Terms from time to time. Continued use of the Platform after changes take effect constitutes acceptance. Material changes will be communicated via email or in-app notice.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Wisconsin, USA. Any disputes shall be resolved in the state or federal courts located in Wisconsin.

14. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Oui regarding the Platform and supersede any prior agreements.

15. Contact

Oui Technologies

1818 Thackeray Rd.

Madison, WI 53704

seanmfogarty@gmail.com