Last Updated: February 11, 2026
Effective Date: February 11, 2026
This End User License Agreement ("EULA," "License Agreement") is a legally binding agreement between you ("User," "Licensee," "you," "your") and Open Mind Archives LLC, a Florida limited liability company ("Licensor," "Company," "we," "us," "our"), governing your use of the TransactionFlow product of Nalepa Labs™ software platform ("Software," "Platform") accessible at omtransactionflow.com.
PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. By creating an account, accessing, or using the Software, you agree to be bound by the terms of this EULA. If you do not agree to these terms, do not access or use the Software. This EULA supplements and is incorporated into our Terms of Service. In the event of a conflict between this EULA and the Terms of Service, the Terms of Service shall control.
The Software is a cloud-based Software-as-a-Service (SaaS) application. No software is downloaded, installed, or executed on your local computer, mobile device, or server. All Software functionality is accessed through your web browser via the internet. The Software resides on servers managed by the Company and its infrastructure providers.
Subject to the terms of this EULA and your compliance with the Terms of Service (including maintaining an active Subscription where required), the Company grants you a:
license to access and use the Software through a supported web browser for your internal business bookkeeping and accounting purposes.
This license permits you to:
If your Subscription tier or Team configuration permits multiple users, each authorized user must have their own individual account. Account sharing, credential sharing, or allowing unauthorized individuals to access the Software under your credentials is prohibited.
You shall not, and shall not permit any third party to:
You shall use the Software in compliance with all applicable federal, state, local, and international laws, regulations, and professional standards, including but not limited to tax laws, financial reporting requirements, anti-money laundering regulations, and data protection laws.
If and when the Company provides API access to the Software, such access will be governed by separate API documentation and may be subject to additional terms. API access may require an API key and will be limited to the scope of your Subscription tier.
The Software consumes APIs from multiple third-party providers to deliver its functionality. You acknowledge that:
We reserve the right to implement and enforce fair use limits on resource-intensive features (including AI processing, voice synthesis, and QBO API calls) to ensure equitable service quality for all users. If your usage significantly exceeds normal patterns, we may contact you to discuss usage optimization or recommend an upgraded plan.
Certain Subscription tiers may allow or require you to provide your own API keys for third-party AI services ("Bring Your Own Key" or "BYOK"). If you use BYOK:
The Software incorporates and depends upon third-party open-source and commercial software components, libraries, and frameworks. These components are subject to their own respective license terms. Key third-party components include but are not limited to:
The Company's use of open-source components complies with the applicable open-source licenses. The inclusion of open-source components does not grant you any rights to the Software beyond those expressly granted in this EULA. Open-source component licenses do not supersede the restrictions in this EULA with respect to the Software as a whole.
The Software's functionality depends on the availability and proper functioning of the following third-party services:
| Service | Function | Data Shared |
|---|---|---|
| Intuit QuickBooks Online | Accounting data sync, journal entry push | Chart of accounts, vendors, journal entries, financial reports |
| Plaid | Bank account linking, transaction sync | Bank credentials (to Plaid only), account info, transactions |
| Stripe | Payment processing, subscription management | Email, payment method details, billing address |
| Anthropic (Claude) | Bank statement parsing, AI chat, categorization | Bank statement content, transaction descriptions, chat messages |
| OpenAI (Whisper) | Voice transcription | Audio recordings from voice assistant |
| ElevenLabs | Text-to-speech synthesis | Text of assistant responses |
| Railway.app | Application hosting, compute | All application data (hosted environment) |
| Cloudflare R2 | File and media storage | Uploaded files, team logos, generated documents |
By using the Software, you consent to the transmission of your data to these third-party services as necessary to provide the features you elect to use. We encourage you to review the privacy policies and terms of service of each third-party provider.
The Software and all worldwide intellectual property rights therein are the exclusive property of Open Mind Archives LLC. All rights in the Software not specifically granted in this EULA are reserved to the Company. This EULA does not grant you any rights to trademarks, service marks, or trade names of the Company.
You retain all ownership rights in your Financial Data, uploaded documents, and other content you provide to the Software ("Your Content"). The Company does not claim any intellectual property rights over Your Content. The license you grant to us over Your Content is limited to what is necessary to operate and provide the Software to you, as described in Section 8.1 of the Terms of Service.
Reports, tax forms, financial statements, compliance documents, and other outputs generated by the Software based on Your Content ("Generated Outputs") are provided to you for your use. However:
Access to specific Software features is governed by your Subscription tier and enforced through the Company's entitlement system. Features include but are not limited to: bank statement parsing, Schedule C generation, S-Corporation compliance, estimated tax computation, QBO integration, Plaid integration, and AI assistant capabilities. The availability of specific features per tier is described on the Platform and subject to change with notice.
Each Subscription tier includes a specified maximum number of Clients you may manage through the Software. Exceeding your Client limit requires upgrading your Subscription or purchasing additional Client seats. The entitlement system enforces Client limits. Attempts to circumvent Client limits constitute a violation of this EULA.
During a free trial period, the Software enforces specific restrictions on functionality as described in Section 5.1 of the Terms of Service. Trial restrictions are an integral part of the license grant during the trial period and may not be circumvented.
The Software incorporates artificial intelligence and machine learning technologies provided by third-party API services (primarily Anthropic Claude, OpenAI Whisper, and ElevenLabs). These AI features are probabilistic in nature, meaning they produce outputs based on statistical models rather than deterministic logic. As a result:
The AI-powered bank statement parser extracts transaction data from PDF documents. This process is inherently imperfect. The parser may:
YOU MUST VERIFY ALL PARSED TRANSACTIONS AGAINST THE ORIGINAL BANK STATEMENT BEFORE POSTING TO THE GENERAL LEDGER OR PUSHING TO QUICKBOOKS ONLINE. The Company is not responsible for any financial discrepancies, tax errors, or business losses arising from unverified AI-parsed data.
AI-assisted transaction categorization and Schedule C line mapping are suggestions based on transaction descriptions and historical patterns. These suggestions:
The Business Assistant uses AI for speech recognition (transcription), natural language understanding (chat), and speech synthesis (text-to-speech). The voice assistant:
ALL TAX-RELATED CALCULATIONS, SCHEDULES, FORMS, AND ESTIMATES GENERATED BY THE SOFTWARE ARE INFORMATIONAL TOOLS ONLY AND ARE NOT TAX ADVICE. Specifically:
YOU MUST CONSULT A QUALIFIED TAX PROFESSIONAL (CPA, EA, OR TAX ATTORNEY) BEFORE USING ANY PLATFORM OUTPUT FOR TAX FILING, TAX PLANNING, OR FINANCIAL DECISION-MAKING PURPOSES.
THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY INFORMATION, CALCULATION, REPORT, OR OTHER OUTPUT PRODUCED BY THE SOFTWARE. Without limiting the foregoing:
The Company does not warrant that the Software will be available at all times, that access will be uninterrupted, or that the Software will be free of errors, bugs, or security vulnerabilities. The Software depends on third-party infrastructure (Railway.app, Cloudflare, PostgreSQL, Redis) and third-party APIs, all of which are outside the Company's direct control.
The Software is a bookkeeping assistance tool. The Company does not hold itself out as a Certified Public Accounting firm, Enrolled Agent, tax preparer, attorney, registered investment advisor, or any other licensed professional services provider. The Software does not replace the need for qualified professional advisors.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO SOFTWARE DEFECTS, ERRORS, BUGS, OR MALFUNCTIONS, including but not limited to:
THE COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100.00 USD), WHICHEVER IS GREATER.
You acknowledge that the limitations of liability in this Section 9 reflect a fair and reasonable allocation of risk between the parties. The Software's pricing reflects this allocation, and the Company would not provide the Software at its current price points without these limitations. You agree that these limitations shall apply even if any limited remedy fails of its essential purpose.
Your sole and exclusive remedy for any Software defect, error, or malfunction is: (a) to report the defect to the Company at info@openmindarchive.org and allow the Company a reasonable period to address it; or (b) to terminate your use of the Software and cancel your Subscription. The Company will use commercially reasonable efforts to address reported defects but does not guarantee that all defects will be corrected or that corrections will be made within any specific timeframe.
The Software processes sensitive financial data. The Company implements commercially reasonable security measures, including:
The Software enforces data isolation at the Team level. All Financial Data, Client records, and associated content are scoped to your Team and are not accessible by other Teams or users. However, platform administrators (Company employees or authorized agents) may access your data for the limited purposes of providing technical support, resolving issues, or complying with legal obligations.
While the Company takes data security seriously, no internet-based service can guarantee absolute security. The Company is not liable for unauthorized access to your data except to the extent directly caused by the Company's gross negligence or willful misconduct. You are responsible for maintaining the security of your account credentials and for any activity that occurs under your account.
This EULA is effective from the date you first access or use the Software and continues until terminated by either party as described herein.
The Company may terminate this EULA and your access to the Software immediately upon written notice if you breach any term of this EULA. The Company may also terminate this EULA for convenience with thirty (30) days' written notice.
You may terminate this EULA at any time by canceling your Subscription and ceasing all use of the Software.
Upon termination of this EULA:
This EULA shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions.
Any disputes arising under this EULA shall be resolved in accordance with the dispute resolution procedures set forth in the Terms of Service, including the mandatory arbitration and class action waiver provisions.
This EULA, together with the Terms of Service and any other policies referenced therein, constitutes the entire agreement between you and the Company with respect to the licensing and use of the Software and supersedes all prior agreements and understandings relating thereto.
If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
No failure or delay by the Company in exercising any right under this EULA shall constitute a waiver of that right. A waiver of any right is effective only if in writing and signed by an authorized representative of the Company.
You may not assign this EULA without the Company's prior written consent. The Company may assign this EULA freely, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
The Company may amend this EULA at any time by posting the revised version on the Platform. Material amendments will be communicated in accordance with the modification procedures set forth in the Terms of Service. Your continued use of the Software after such amendments constitutes acceptance of the revised EULA.
You shall not access or use the Software in violation of any United States export control laws or regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions.
If you are a U.S. Government end user, the Software is a "commercial item" as that term is defined at 48 C.F.R. Section 2.101, consisting of "commercial computer software" and "commercial computer software documentation," and is licensed consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable.
If you have questions about this End User License Agreement, please contact us:
Open Mind Archives LLC
Boynton Beach, Florida, USA
Email: info@openmindarchive.org
Website: omtransactionflow.com
By using TransactionFlow product of Nalepa Labs™, you acknowledge that you have read, understood, and agree to be bound by both this End User License Agreement and the Terms of Service.
