# End User License Agreement (EULA) — Chaello Accounting App (Desktop)

> ⚠️ TEMPLATE — not legal advice. Have a qualified lawyer review before use.
> Placeholders in [brackets] must be completed.

**Effective date:** [Effective Date]
**Licensor:** Chaello — [Legal Entity Name], [Jurisdiction] ("Chaello", "we").

By installing or using the Chaello Accounting App desktop software (the
"Software"), you ("Licensee", "you") agree to this Agreement. If you do not
agree, do not install or use the Software.

## 1. License grant
Chaello grants you a limited, non-exclusive, non-transferable, revocable license
to install and use one (1) copy of the Software on **one (1) device**, for your
internal business use, for the duration of a valid, paid license term (annual).
The Software is **licensed, not sold.** You receive no ownership of the Software.

## 2. Restrictions
You may not: (a) copy (except one backup), distribute, resell, rent, lease, or
sublicense the Software; (b) reverse-engineer, decompile, or disassemble it,
except where such restriction is prohibited by law; (c) remove or alter any
proprietary notices; (d) circumvent license, activation, or device-binding
mechanisms; (e) use the Software beyond the licensed device/seat count.

## 3. Activation & devices
The Software requires online activation and binds to your device. It may
periodically re-validate the license online, with a **30-day offline grace
period**. Exceeding the licensed device count may deactivate other installs.

## 4. Trial
A **7-day free trial** may be offered. At the end of the trial or upon license
expiry, features may lock until a valid license is purchased or renewed.

## 5. Your data & ownership of data
**You own your data.** Chaello claims no ownership of the business data you enter.
Your data is stored **locally on your device** (encrypted at rest). **Your data
is never deleted by us** and remains exportable even if your license lapses
("lifetime save"), subject to reasonable export limits described in the app.

## 6. Updates
Updates released during your active license term are provided at **no extra
charge**. Security/critical updates may be provided to all users. Updates are
governed by this Agreement.

## 7. Intellectual property
The Software, its design, and the Chaello name and logo are owned by Chaello and
protected by law. Third-party components are licensed under their own terms
(see THIRD-PARTY-NOTICES.md).

## 8. Disclaimer of warranty
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Chaello is a
software tool and is **not** a licensed accountant, auditor, or tax/financial
advisor. You are responsible for the accuracy of your records and for your own
tax, VAT, and legal compliance. See docs/legal/DISCLAIMER.md.

## 9. Limitation of liability
To the maximum extent permitted by law, Chaello's total liability is limited to
the amount you paid for the license in the 12 months before the claim. Chaello
is not liable for indirect, incidental, or consequential damages, or for data
loss arising from your failure to maintain backups.

## 10. Termination
This license terminates automatically if you breach it. On termination you must
stop using the Software; your locally stored data remains yours to export.

## 11. Governing law
This Agreement is governed by the laws of [Jurisdiction], without regard to
conflict-of-laws rules. Disputes are subject to the courts of [Jurisdiction].

## 12. Contact
[legal@chaello.com]