Shear Budget™

Version 1.3 (draft)

Draft notice (remove before launch): This is a draft that has not yet been reviewed by a licensed attorney. It should be reviewed and approved by counsel before Shear Budget launches. Text in [brackets] is a placeholder or an optional section that still needs a decision.

Shear Budget Terms of Use and End User License Agreement

Version: 1.3-draft
Effective date: [EFFECTIVE DATE]
Last updated: [LAST UPDATED DATE]

These Terms of Use and End User License Agreement (the "Terms") are a legal agreement between you and Eagle Butte Software LLC, a Colorado limited liability company ("Eagle Butte Software," "we," "us," or "our"). They govern your use of the Shear Budget mobile app, desktop and web app, website at shearbudget.com and shearbudget.app, and related services (together, the "Service").

Please read these Terms carefully. [OPTIONAL — ARBITRATION: Section 22 contains a binding individual arbitration agreement and a class-action waiver. It affects how disputes between you and us are resolved. You can opt out of arbitration within 30 days, as explained in Section 22.8.] [OPTIONAL — SUBSCRIPTIONS: If you buy a subscription, it renews automatically until you cancel. See Section 12.]

Quick summary (not a substitute for the full Terms)

1. Accepting these Terms

1.1 Agreement. You agree to these Terms and to our Privacy Policy at [PRIVACY POLICY URL] (the "Privacy Policy"), which is incorporated into these Terms by reference, when you do any of the following, whichever comes first: (a) tap or click a button or check a box saying you agree, including on the screen shown when you first open the app, when you create an account, or when you sign in after we have updated these Terms; or (b) download, install, open, or use the Service, whether or not you are signed in. These Terms apply to all use of the Service, including use without an account. If you do not agree, do not use the Service and uninstall the app.

1.2 Electronic agreement and communications. You agree that your electronic acceptance of these Terms has the same legal effect as a signature. You consent to receive notices, disclosures, receipts, and other communications from us electronically, by email to the address on your account, by in-app notice, or by posting on our website. You can withdraw this consent by deleting your account. You can save or print these Terms at any time from [TERMS URL].

2. Eligibility

2.1 Age. You must be at least 18 years old and able to form a binding contract to use the Service. The Service is not directed to children, and we do not knowingly collect personal information from anyone under 18.

2.2 United States only. The Service is offered only to individuals who live in the United States [and its territories — DECIDE] and who connect accounts held at U.S. financial institutions. You may not use the Service if you are located in, or are a resident of, a country subject to U.S. government embargo, or if you are on any U.S. government list of prohibited or restricted parties.

2.3 Personal use. The Service is for your personal, family, or household budgeting. It is not for business accounting or for managing other people's money for pay.

3. Your account

3.1 Accurate information. You agree to give us accurate, current information when you create your account and to keep it up to date.

3.2 Security. You are responsible for keeping your Shear Budget password, your recovery code (Section 3.4(d)), and your devices secure, and for all activity under your account. Use a strong, unique password [and turn on multi-factor authentication — IF OFFERED]. Tell us right away at [SUPPORT EMAIL / legal@shearbudget.com] if you believe your account, a device, or your recovery code has been accessed without permission.

3.3 One person per account. Your account is for you. Do not share your login or let someone else use your account. [OPTIONAL — SHARED BUDGETS: If the Service offers shared or household budgets, each person must have their own account, and you are responsible for what you choose to share.]

3.4 Where your budget is stored, and sync.

(a) Signed out (local-only). You can use all budgeting features of Shear Budget without an account or signing in. Bank connections (Section 6) are not available while signed out. When you are signed out, your budget data is stored only on your device and is not uploaded to our servers. If you lose, reset, or uninstall the app from that device, or clear its data, your local budget may be permanently lost unless you have exported it.

(b) Signed in (end-to-end encrypted sync). When you sign in, the app uses a randomly generated encryption key (your "budget key") to encrypt your budget data on your device before it leaves the device. Our cloud database, hosted by Supabase, stores only the encrypted version ("ciphertext"). Your budget key is not derived from your password. It is stored on each of your devices in that device's protected storage: the operating system's secure storage on Android and Windows, or the browser's local storage if you use Shear Budget in a web browser. We do not have your budget key, so we cannot read the contents of your budget, including your Earmarks, Stash, accounts, transactions, and notes. Your devices decrypt the data locally to show it to you and to sync it across the devices where you sign in. Browser storage is generally less protected than a phone's or computer's secure storage, so take extra care with shared computers.

(c) What our servers can see. End-to-end encryption protects the contents of your budget. To run the Service, our servers do store and can read the following:

The Privacy Policy describes this information and how long we keep it.

(d) Your recovery code, and what happens if you lose it. Your recovery code is your budget key. You can use it to unlock your synced budget on a new device. Please understand the following:

We also recommend exporting your data regularly (Section 8.1).

(e) Connectivity. You need an internet connection for sync and bank connections to work.

4. License to use the app

4.1 License grant. Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Shear Budget app on devices you own or control, and to access the Service, solely for your personal, non-commercial use.

4.2 Ownership. The Service, including its software, design, text, graphics, and the "Shear Budget" name and logos, is owned by Eagle Butte Software or its licensors and is protected by intellectual property laws. The app is licensed, not sold, to you. We reserve all rights not expressly granted.

4.3 Restrictions. You agree not to, and not to help anyone else to:

4.4 Updates. We may release updates that fix bugs, add or remove features, or change how the Service works. Some updates may be required to keep using the Service. These Terms apply to all updates unless an update comes with separate terms.

4.5 Feedback. If you send us suggestions or feedback, we may use them without any obligation to you.

5. Not financial, tax, or legal advice. Not a bank.

5.1 Budgeting tool only. Shear Budget is a tool to help you organize and plan your money, using spending plans called "Earmarks" and savings set-asides called "Stash." Any Earmarks, Stash, categories, reports, insights, projections, or suggestions in the Service are general information and are not financial, investment, tax, accounting, credit, or legal advice. We are not a financial adviser, broker-dealer, tax preparer, or law firm. Talk to a qualified professional about your specific situation.

5.2 Not a bank. Eagle Butte Software is not a bank, credit union, money transmitter, or other financial institution that holds deposits. Shear Budget does not hold, move, transfer, or invest your money. Earmarks and Stash are planning labels inside the app only. Creating or funding an Earmark or adding to your Stash does not move, hold, or set aside any money at your bank or anywhere else, and a Stash is not a savings or deposit account.

5.3 You make the decisions. You are solely responsible for your financial decisions, for checking your actual account balances with your bank, and for paying your bills on time. Do not rely on Shear Budget as your only record of your finances.

6. Third-party bank connections (Plaid)

6.1 Optional feature. You can use Shear Budget with manually entered transactions. Connecting a bank, credit card, or other financial account ("Linked Account") is optional and requires you to be signed in to a Shear Budget account.

6.2 Who provides the connection. Bank connections are provided by Plaid Inc. ("Plaid"), an independent third-party service provider. Plaid is not owned or controlled by Eagle Butte Software, and we are not owned or controlled by Plaid. Plaid is not a party to these Terms. Your financial institution is also an independent third party.

6.3 Plaid's End User Privacy Policy. Plaid collects, uses, shares, and keeps your information under its own End User Privacy Policy, available at https://plaid.com/legal/#end-user-privacy-policy. Before you connect a Linked Account, the app will ask you to review Plaid's End User Privacy Policy and agree to it by checking a box. Plaid's own connection screens, called "Plaid Link," then appear, including Plaid's consent screen and screens that explain what data is being requested and why. By connecting a Linked Account, you confirm that you have read Plaid's End User Privacy Policy and agree to Plaid processing your information as it describes. If you do not agree, do not connect a Linked Account. Plaid's policy does not cover what we do with your data. These Terms and our Privacy Policy do.

6.4 Your authorization. When you connect a Linked Account, you authorize Eagle Butte Software, and Plaid acting on your behalf, to access and retrieve your account information and financial data from your financial institution. The data is limited to account details (such as account name, type, and institution), balances, and transaction history. You also authorize us to transmit that data to your device so it can be stored in your encrypted budget, as described in Sections 3.4 and 6.6 and our Privacy Policy. We use this data only to show your accounts, balances, and transactions in Shear Budget and to keep them updated. We do not use it for any other purpose. As Plaid's End User Privacy Policy explains, when you give Plaid your login information, you give Plaid permission and authority to act on your behalf to access and transmit data from your financial institution. We request only Plaid's Transactions product, which includes account balances. We do not request Plaid's identity, account-and-routing-number, or payment products. This authorization continues until you disconnect the Linked Account, revoke access as described in Section 6.9, or delete your Shear Budget account.

6.5 Read-only. No money movement. Shear Budget uses bank connections for read-only access. Shear Budget does not, and is not designed to, initiate payments, transfers, or any other movement of money from your Linked Accounts.

6.6 Credentials, tokens, and where bank data goes.

(a) Your credentials go to Plaid or your bank, not to us. When you connect a Linked Account, you enter your bank login credentials and any verification codes into Plaid Link or, for some banks, directly into your bank's own sign-in page. Eagle Butte Software does not receive or store your bank username or password.

(b) What our servers store. After you connect, Plaid gives us an access token that lets us retrieve data from the Linked Account. Our servers store only (i) that access token, in encrypted form, and (ii) basic connection details: the provider (Plaid), Plaid's identifier for the connection (called an "Item"), the name of the financial institution, the connection status, a short error code if the connection has a problem, and when the connection was created and last synced [— CONFIRM FIELD LIST FOR THE PLAID SCHEMA]. The access token is encrypted with keys that we control on our servers, not keys held only by you, so it is not end-to-end encrypted. Our authorized personnel could technically decrypt it. We limit that access to authorized personnel who need it to operate, secure, or support the Service.

(c) Transactions pass through; they are not stored on our servers. When your bank data syncs, account, balance, and transaction data is retrieved from Plaid and passes through our servers, encrypted in transit, on its way to your device. We do not store that data on our servers, and our server functions do not write it to our logs. Our hosting provider keeps its own platform request logs, described in Section 3.4(c), which record request details but not the contents we send to your device. [COUNSEL/DEVELOPER: confirm that Supabase platform logs do not capture response bodies before keeping the previous sentence.] Plaid also keeps its own record of our requests to Plaid and Plaid's responses, and our authorized personnel can view that record for a limited time (currently 14 days) in Plaid's developer dashboard for troubleshooting. [CONFIRM WITH DEVELOPER whether those dashboard logs show transaction details, and whether dashboard access is limited to the owner.] Your device stores the data locally and, if you are signed in, inside your end-to-end encrypted budget (Section 3.4).

(d) Plaid's copy. Plaid collects and keeps its own copy of your information under its End User Privacy Policy. We do not control Plaid's copy.

6.7 You must own or be authorized. You may connect only accounts that you own or are legally authorized to access. You confirm you have the right to give the authorizations in this Section.

6.8 Accuracy and availability not guaranteed. Account and transaction data comes from your financial institution through Plaid. We do not control it and do not guarantee that it is accurate, complete, or up to date. Data may be delayed, missing, duplicated, or wrong. Connections may also break or stop working, for example if your bank changes its systems, requires you to log in again, or stops supporting the connection, or if Plaid's service is unavailable. Always confirm important information directly with your financial institution. To the extent permitted by law, we are not responsible for errors in the data your financial institution or Plaid provides, or for your inability to access a Linked Account.

6.9 Disconnect or revoke access anytime. You can end our access to a Linked Account at any time in any of these ways:

If you revoke access through Plaid Portal or your bank, we will stop receiving new data from that account [and, when Plaid notifies us of the revocation, delete the stored access token and connection details — CONFIRM WITH DEVELOPER]. Transactions already imported stay in your budget on your device (and in your encrypted synced budget) unless you delete them or delete your account. To ask Plaid to delete data it holds, use Plaid Portal or contact Plaid as described in its End User Privacy Policy.

6.10 Changes to providers. We may change or add bank-data providers, or stop offering bank connections, in the future. Bank-data providers can also discontinue their services. If that happens, you may need to reconnect your accounts through a different provider. If a change would require you to agree to a new provider's terms or privacy policy, we will ask you before your data is accessed through that provider.

7. Your data and privacy

7.1 Privacy Policy. Our Privacy Policy at [PRIVACY POLICY URL] explains what information we collect, how we use and share it, how long we keep it, and your choices. Please read it.

7.2 Your data is yours. You own the budget data, notes, and other content you put into the Service ("Your Data"), including financial data imported from Linked Accounts. You give us a limited license to host, store, copy, transmit, and process Your Data, including the encrypted form of your synced budget, only as needed to provide, secure, and support the Service for you, and as described in the Privacy Policy. Because your synced budget is end-to-end encrypted, we store and transmit it without being able to read it.

7.3 We do not sell your personal financial data. We do not sell your personal information or your financial data, and we do not share your financial data with third parties for their own marketing. We share data only with service providers that help us run the Service (for example, Supabase, our cloud hosting and authentication provider, which stores your encrypted budget and the encrypted Plaid token, and Plaid, which provides bank connections), when you direct us to, or when required by law, as described in the Privacy Policy. Because we cannot read your end-to-end encrypted budget, we could not provide its contents to anyone, including in response to legal process. We could provide only the encrypted data and the other information described in Section 3.4(c). [OPTIONAL — ADS: See Section 13 about advertising.]

7.4 Security. We maintain an information security program with administrative, technical, and physical safeguards designed to protect customer information, consistent with the FTC Standards for Safeguarding Customer Information (the "Safeguards Rule," 16 C.F.R. Part 314) as it applies to us. These safeguards include end-to-end encryption of synced budget data (Section 3.4), encryption of data in transit, encryption of stored Plaid access tokens with keys we control, access to production systems and keys limited to authorized personnel, and server logging limited to pre-approved technical information that excludes transactions and access tokens. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. You help protect your account by keeping your password, recovery code, and devices secure.

7.5 Security incidents. If we learn of a security incident affecting your personal information, we will notify you and any regulators as required by applicable law.

8. Exporting your data and deleting your account

8.1 Export. You can export Your Data at any time from Settings > Export data in the app, whether or not you are signed in. The export includes a JSON file with your Earmarks, Stash, accounts, and transactions, plus a CSV file of your transactions. The export is created on your device, which decrypts your budget locally. Exported files are not encrypted, so store them carefully. Because we cannot read your encrypted budget, we cannot create an export for you from our servers. If you need help, we can guide you through exporting from the app.

8.2 Delete your account. You can delete your account and associated data at any time:

8.3 What deletion does.

(a) Immediate deletion. When you delete your account in the app, we immediately delete your account, including your sign-in record and email address, your encrypted synced budget, your stored Plaid access tokens, and your connection details from our database. We also ask Plaid to remove each of your bank connections, which makes the access tokens permanently invalid. If a request to Plaid fails, we still delete our records, but Plaid may keep that connection active on its side [— CONFIRM CURRENT BEHAVIOR WITH DEVELOPER]. To make sure access is revoked, you can also disconnect Shear Budget at Plaid Portal (https://my.plaid.com) or revoke third-party access through your bank.

(b) Backups. We do not currently keep separate backups of our database. Once your data is deleted, we cannot restore it. Our hosting provider may keep residual copies in its own systems or logs for a limited time under its own policies. If we start using database backups in the future, deleted data may remain in those backups until they expire, which will be no more than [7] days. We will update these Terms and the Privacy Policy before that change takes effect. Any data in backups or provider systems is your encrypted budget or the encrypted token, which we cannot use to read your budget.

(c) Records we keep. We keep a record of your acceptance of these Terms and our other documents (your account ID, which document, its version, when you accepted, your platform, and your app version) as evidence of consent. We also keep records of purchases, subscription cancellations, and arbitration opt-outs. We keep these records after your account is deleted for as long as needed for legal, compliance, and dispute-resolution purposes [, and no longer than [7] years after account deletion — OWNER/COUNSEL TO CONFIRM]. We may also keep limited information when the law requires it or for security and fraud prevention, as described in our Privacy Policy.

(d) Data on your devices. Deleting your account removes your data from our servers. It also clears the local copy on the device you used to delete your account. Your other devices keep their local copies (including your budget key) until you sign out of Shear Budget or uninstall the app on each of them, so please do that on every other device. Exported files you saved are not deleted.

(e) Plaid's copy. Deleting your Shear Budget account does not by itself delete data Plaid holds under its own End User Privacy Policy. Plaid's policy says that when an app removes your connection, Plaid's systems are designed to automatically delete your personal data, subject to certain exceptions described in that policy. To ask Plaid directly, use Plaid Portal (https://my.plaid.com) or Plaid's privacy request options described in its End User Privacy Policy.

8.4 Subscriptions are separate. Deleting your account does not automatically cancel a subscription bought through Google Play [or Apple]. Please cancel it in the store first (see Section 12). [IF WEB BILLING: Deleting your account will cancel any subscription you bought directly from us on our website.]

9. Fees and payment

9.1 Pricing. [DECIDE AND DESCRIBE PRICING MODEL. Choose and complete one or more of the optional blocks below, and delete the rest.] Current prices and what each plan includes are shown in the app and at [PRICING URL] before you buy. Prices are in U.S. dollars and do not include applicable taxes unless stated.

[OPTIONAL — FREE TIER] Shear Budget offers a free version with [limited features — DESCRIBE]. You do not need to pay to use the free version. [The free version may show ads; see Section 13.]

[OPTIONAL — ONE-TIME PURCHASE] You may buy [a lifetime license / premium features] for a one-time payment of [PRICE]. A one-time purchase gives you access to the features described at the time of purchase for as long as we offer the Service. It does not automatically renew. [Because bank connections have ongoing costs, a one-time purchase [does / does not] include bank connections. — DECIDE]

[OPTIONAL — SUBSCRIPTIONS] You may buy a subscription ("Subscription") on a [monthly / annual] basis. Subscriptions automatically renew as described in Section 12.

9.2 Where you pay. Purchases in the Android app are processed by Google Play using Google Play's billing system and are subject to Google Play's terms and policies. [OPTIONAL — WEB BILLING: Purchases on our website are processed by [PAYMENT PROCESSOR, e.g., Stripe] on our behalf. We do not store your full card number.] [FUTURE iOS: Purchases in the iOS app are processed by Apple.]

9.3 Authorization to charge. When you make a purchase, you authorize the applicable store or payment processor to charge your payment method for the price shown, plus applicable taxes, and, for Subscriptions, to charge recurring fees as described in Section 12.

9.4 Price changes. We may change prices for future purchases. For Subscriptions, we will notify you of a price increase in advance as required by law and by the applicable app store [— at least [7–30] days before the change takes effect, for California consumers], and you can cancel before the new price applies.

9.5 Taxes. You are responsible for applicable sales and similar taxes, which may be collected by the app store or our payment processor.

10. Free trials and promotions [OPTIONAL]

[If we offer a free trial or introductory price, we will clearly tell you before you sign up: how long the trial or introductory period lasts, the price you will be charged when it ends, how often you will be charged, and how to cancel. Unless you cancel before the trial or introductory period ends, your Subscription will automatically convert to a paid Subscription and you will be charged the regular price shown at sign-up. [We will send you a reminder before a free trial of [more than 31 days / 7 days or longer — CONFIRM WITH COUNSEL] converts to a paid Subscription.]]

11. Refunds

11.1 Google Play purchases. Refunds for purchases made through Google Play are handled under Google Play's refund policies. Google Play's general policy is that if you cancel a Subscription, you keep access until the end of the current billing period and are not refunded for that period, unless the law requires otherwise. You can request a refund through Google Play.

11.2 [OPTIONAL — WEB PURCHASES] [Refunds for purchases made directly on our website are handled as follows: [REFUND POLICY — e.g., refund within 14 days of first purchase on request; otherwise no partial-period refunds except where required by law].]

11.3 Nothing in these Terms limits any refund right you have under applicable law.

12. Automatic renewal and cancellation [OPTIONAL — INCLUDE IF SUBSCRIPTIONS ARE OFFERED]

AUTOMATIC RENEWAL TERMS. IF YOU BUY A SUBSCRIPTION, IT WILL AUTOMATICALLY RENEW AT THE END OF EACH [MONTHLY / ANNUAL] TERM FOR ANOTHER TERM OF THE SAME LENGTH (NEVER MORE THAN ONE YEAR), AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT SUBSCRIPTION PRICE (CURRENTLY [PRICE] PER [MONTH / YEAR], PLUS APPLICABLE TAX) AT THE START OF EACH RENEWAL TERM, UNTIL YOU CANCEL. THERE IS NO MINIMUM PURCHASE OBLIGATION. YOU CAN CANCEL AT ANY TIME, ONLINE, AS DESCRIBED BELOW.

12.1 Before you buy. We will show you the renewal terms above, the price, the billing frequency, and how to cancel, clearly and close to the purchase button, and ask for your affirmative consent before you are charged. After you buy, we [or the app store] will send you a confirmation you can keep that includes these terms and how to cancel.

12.2 How to cancel. You can cancel at any time, and cancellation takes effect at the end of your current paid term:

12.3 After you cancel. You keep paid features until the end of the current term. You will not be charged again. Your account and data stay available on the [free tier / limited mode] unless you delete your account.

12.4 Renewal notices. Where required by law, including Colorado law (C.R.S. § 6-1-732) and California law (Cal. Bus. & Prof. Code § 17600 et seq.), we [or the app store] will send you a notice before your Subscription renews, including at least an annual reminder for annual plans [and, for Colorado consumers, a notice 25 to 40 days before a renewal that follows an initial term or a renewal term of one year or longer — CONFIRM WITH COUNSEL], describing the renewal date, price, and how to cancel.

12.5 Changes to your Subscription. If we make a material change to your Subscription terms, including a price increase, we will notify you in advance as required by law and give you the chance to cancel before the change applies.

13. Advertising [OPTIONAL — INCLUDE ONLY IF ADS ARE USED]

[The free version of Shear Budget may display advertisements. We do not use your bank account or transaction data to target ads, and we do not share your financial data with advertisers. [Ads may be served by [AD NETWORK], which may use your device's advertising identifier and other information as described in our Privacy Policy. You can limit ad personalization in your device settings.] Ads are provided by third parties; we do not endorse advertised products, and your dealings with advertisers are solely between you and them. [Paid plans are ad-free.]]

14. Third-party services and links

The Service relies on and may link to third-party services, including Plaid, your financial institution, Google Play, and Supabase (our cloud hosting and authentication provider). We do not control third-party services and are not responsible for them. Your use of a third-party service is governed by that third party's own terms and privacy policy.

15. Disclaimers

15.1 "As is." TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE (INCLUDING ALL DATA RETRIEVED THROUGH PLAID OR FROM YOUR FINANCIAL INSTITUTION) IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.2 No guarantees. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR CURRENT; THAT SYNC WILL ALWAYS WORK; THAT ANY BANK CONNECTION WILL BE AVAILABLE OR CONTINUE TO WORK; OR THAT USING THE SERVICE WILL ACHIEVE ANY FINANCIAL RESULT.

15.3 Back up what matters. We do not currently keep backups of our database, and we cannot decrypt or recover your end-to-end encrypted budget or your recovery code. Local-only data exists only on your device. You are responsible for keeping your own records, for example by exporting regularly (Section 8.1).

15.4 Some states do not allow the exclusion of certain warranties, so some of the above may not apply to you. In that case, these disclaimers apply to the fullest extent permitted by law.

16. Limitation of liability

16.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, EAGLE BUTTE SOFTWARE, ITS PARENT EAGLE BUTTE LLC, AND THEIR AFFILIATES, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, OR FOR LOSS OF BUDGET DATA CAUSED BY A LOST PASSWORD, A LOST OR DISCLOSED RECOVERY CODE OR BUDGET KEY, OR LOSS OF OR DAMAGE TO A DEVICE THAT HOLDS LOCAL-ONLY DATA, OR FOR OVERDRAFT FEES, LATE FEES, MISSED PAYMENTS, OR FINANCIAL LOSSES RESULTING FROM DECISIONS YOU MAKE BASED ON THE SERVICE, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE WERE TOLD THEY WERE POSSIBLE.

16.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY U.S. DOLLARS (US $50).

16.3 Exceptions. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, such as liability for our gross negligence, willful misconduct, or fraud where the law does not allow it to be limited. Some states do not allow these limitations, so some of them may not apply to you.

16.4 Basis of the bargain. These limitations reflect a fair allocation of risk and are an essential part of the agreement between you and us, including the price of the Service.

17. Indemnity

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Eagle Butte Software, Eagle Butte LLC, and their affiliates, officers, members, managers, employees, and agents from any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of (a) your violation of these Terms; (b) your violation of any law or the rights of a third party; or (c) your connecting, or attempting to connect, a financial account you do not own or are not authorized to access, or otherwise misusing a bank connection, including claims brought by Plaid or a financial institution. This Section does not require you to indemnify us for claims caused by our own negligence or misconduct. We may take over the defense of any claim at our own cost, and you agree to cooperate.

18. Suspension and termination

18.1 By you. You may stop using the Service at any time and may delete your account as described in Section 8. Remember to cancel any app-store Subscription separately.

18.2 By us. We may suspend or end your access to the Service, with notice when reasonably possible, if you violate these Terms, if required by law, if Plaid or a financial institution requires it, if your use creates a security or legal risk, or if we stop offering the Service. If we end the Service for everyone or terminate your account without cause, we will give you reasonable advance notice [of at least [30] days] when practical so you can export Your Data from the app, and we will refund the unused, prepaid portion of any Subscription bought directly from us [or work with you on a refund for store purchases where possible].

18.3 Effect. When your account ends, your license ends and you must stop using the Service. Sections that by their nature should survive will survive, including Sections 4.2, 4.5, 5, 6.8, 7.3, 8.3, 15, 16, 17, 21, 22, and 25.

19. Changes to these Terms

19.1 We may update these Terms from time to time. We will post the updated Terms with a new version number and "Last updated" date.

19.2 Material changes. If we make a material change, we will notify you at least [30] days before it takes effect, by email or in-app notice, and ask you to accept the updated Terms in the app before you continue using the Service. If you do not agree, you may stop using the Service and delete your account before the change takes effect. Changes will not apply retroactively to disputes that arose before the change.

19.3 Changes required by law or for security may take effect sooner.

20. App store terms

20.1 Google Play. If you downloaded the app from Google Play, you also agree to Google Play's Terms of Service. These Terms are between you and Eagle Butte Software only, not Google. Google is not responsible for the app or these Terms. To the extent these Terms conflict with Google Play's terms that are required to govern the app, the Google Play terms control on that point.

20.2 Apple App Store [FUTURE iOS — INCLUDE WHEN AN iOS APP IS RELEASED]. [If you downloaded the app from Apple's App Store, the following also applies:

(a) Acknowledgment. These Terms are between you and Eagle Butte Software only, and not Apple Inc. ("Apple"). Eagle Butte Software, not Apple, is solely responsible for the app and its content.

(b) Scope of license. Your license to use the app is limited to a non-transferable license to use it on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the app may be accessed by other accounts associated with you via Family Sharing or volume purchasing.

(c) Maintenance and support. Eagle Butte Software is solely responsible for any maintenance and support for the app. Apple has no obligation to provide any maintenance or support.

(d) Warranty. Eagle Butte Software is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the app (if any) to you. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty are Eagle Butte Software's responsibility.

(e) Product claims. Eagle Butte Software, not Apple, is responsible for addressing any claims by you or a third party relating to the app or your possession or use of it, including (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

(f) Intellectual property. If a third party claims that the app or your possession and use of it infringes that third party's intellectual property rights, Eagle Butte Software, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of that claim.

(g) Legal compliance. You represent and warrant that (i) you are not located in a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.

(h) Developer contact. Questions, complaints, or claims about the app should be directed to Eagle Butte Software LLC, [MAILING ADDRESS], legal@shearbudget.com.

(i) Third-party terms. You must comply with applicable third-party terms of agreement (such as your wireless data service agreement) when using the app.

(j) Third-party beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.]

21. Governing law and venue

21.1 Governing law. These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules, and, for the arbitration agreement in Section 22, the Federal Arbitration Act. This does not deprive you of the protection of any consumer law of your state of residence that cannot be waived by contract.

21.2 Venue. Subject to Section 22 (if it applies), any claim not subject to arbitration will be brought exclusively in the state courts located in [Teller County] / [El Paso County], Colorado [— CHOOSE ONE], or the United States District Court for the District of Colorado, and you and we consent to personal jurisdiction there. [If you are a consumer, you may also bring a claim in the courts of the county where you live, to the extent required by your state's law. — CONFIRM WITH COUNSEL]

22. Dispute resolution: binding individual arbitration [OPTIONAL — OWNER DECISION]

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND TO HAVE A JURY TRIAL.

22.1 Try to resolve it informally first. Before starting arbitration or a small-claims case, you and we agree to try to resolve any dispute informally. The party with the dispute must send a written notice to the other (for us: legal@shearbudget.com and [MAILING ADDRESS]; for you: the email on your account) that includes your name, account email, a description of the dispute, and the relief requested. If the dispute is not resolved within 60 days after the notice is received, either party may start arbitration.

22.2 Agreement to arbitrate. Except as stated in Sections 22.3 and 22.8, you and Eagle Butte Software agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved by binding individual arbitration, rather than in court. The arbitrator, and not a court, decides questions about the scope, enforceability, and arbitrability of this Section, except that a court decides questions about Section 22.5 (Class Action Waiver).

22.3 Exceptions: small claims and intellectual property. Either party may bring an individual claim in small claims court if it qualifies and stays there on an individual basis. Either party may also seek injunctive relief in court to stop infringement or misuse of intellectual property. Nothing in this Section stops you from bringing issues to the attention of a federal, state, or local government agency.

22.4 Rules and fees. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect (available at https://www.adr.org), as modified by this Section. The arbitration will be held [in the county where you live / by video or phone] unless both parties agree otherwise, and for claims of $10,000 or less you may choose to proceed on documents only. We will pay all AAA filing, administration, and arbitrator fees for any claim seeking $[10,000 / 75,000] or less, unless the arbitrator finds your claim was frivolous or brought for an improper purpose. The arbitrator may award the same individual relief a court could award and must issue a written decision.

22.5 Class action waiver. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may award relief only in favor of the individual party seeking relief and only to the extent needed to provide relief for that party's individual claim. If this class action waiver is found unenforceable as to a particular claim or request for relief (such as public injunctive relief), that claim or request will be severed and decided by a court after the individual arbitration is completed, and the rest of this Section will still apply.

22.6 Jury trial waiver. If for any reason a Dispute proceeds in court rather than arbitration, you and we each waive any right to a jury trial, to the extent permitted by law.

22.7 [OPTIONAL — MASS ARBITRATION] [If 25 or more similar demands are filed by or with the help of the same law firm or coordinated group, the parties agree that the AAA's Mass Arbitration Supplementary Rules will apply, and that the demands may be resolved in staged batches. — CONFIRM WITH COUNSEL]

22.8 30-day right to opt out. You can opt out of this arbitration agreement by sending a written notice to legal@shearbudget.com [or [MAILING ADDRESS]] within 30 days after you first accept these Terms. Your notice must include your name, the email address on your Shear Budget account, and a clear statement that you want to opt out of arbitration. Opting out will not affect any other part of these Terms. If you opt out, Section 21 governs where Disputes are heard.

22.9 Future changes. If we change this Section after you accept it, you may reject the change by sending us written notice within 30 days after the change takes effect, and the version you previously accepted will continue to apply to you.

22.10 Severability. Except as provided in Section 22.5, if any part of this Section is found unenforceable, the rest of this Section will remain in effect.

23. Export controls and U.S.-only use

The Service is controlled and operated from the United States and is intended for use only in the United States. You may not use, export, or re-export the app except as authorized by U.S. law, including the Export Administration Regulations and the sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control. You represent that you are not located in a sanctioned country or region and are not on any U.S. government restricted-party list.

24. Notice for California users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: The Service is provided by Eagle Butte Software LLC, [MAILING ADDRESS], legal@shearbudget.com. [Pricing: SEE SECTION 9.] If you have a complaint, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

25. General terms

25.1 Entire agreement. These Terms, together with the Privacy Policy and any terms shown to you at the time of a purchase, are the entire agreement between you and us about the Service and replace any prior agreements about it. Plaid's End User Privacy Policy, and any terms Plaid presents to you, are separate from these Terms and are between you and Plaid.

25.2 Severability. If any part of these Terms is found unenforceable, that part will be enforced to the maximum extent permitted, and the rest of these Terms will remain in full effect.

25.3 No waiver. Our failure to enforce any part of these Terms is not a waiver of our right to enforce it later.

25.4 Assignment. You may not transfer these Terms or your account without our written consent. We may transfer these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate, including our parent company, Eagle Butte LLC. If that happens, the Privacy Policy will continue to protect your information, and we will notify you.

25.5 Force majeure. We are not responsible for delays or failures caused by events beyond our reasonable control, including outages at Plaid, your financial institution, our hosting providers, or internet or power providers.

25.6 No third-party beneficiaries. Except as stated in Section 20.2(j), there are no third-party beneficiaries of these Terms.

25.7 Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

25.8 Headings and plain language. Headings and the Quick Summary are for convenience only and do not change the meaning of these Terms. "Including" means "including without limitation."

26. Contact us

Eagle Butte Software LLC
(a subsidiary of Eagle Butte LLC)
[MAILING ADDRESS]
Email: legal@shearbudget.com
[Support: SUPPORT EMAIL, e.g., support@shearbudget.com]
Website: https://shearbudget.com

For questions about Plaid's bank connection service or data Plaid holds, see Plaid's End User Privacy Policy at https://plaid.com/legal/#end-user-privacy-policy, manage your connections at https://my.plaid.com, or contact Plaid at privacy@plaid.com.

Shear Budget Terms of Use and EULA — Version 1.3-draft — Effective [EFFECTIVE DATE]