EULA

Effective date: 22 May 2026

This End User License Agreement ("Agreement") is a binding contract between you ("Customer", "you") and Gallop Collaborative Technologies Inc., a corporation organised under the laws of Ontario, Canada with its registered office in Toronto, Ontario ("Gallop", "we", "us"). This Agreement governs your access to and use of the Gallop platform, including any websites, applications, APIs, and integrations we make available (collectively, the "Service"). By creating an account, accessing, or using the Service you agree to this Agreement. If you do not agree, do not use the Service.

This Agreement supplements, and does not replace, any master subscription terms or order form executed between you and Gallop (together, the "Master Terms"). In the event of a conflict between this Agreement and the Master Terms, the Master Terms control.

1. The Service

The Service is a construction management platform that provides tools for project management, client communication, financial tracking, document management, team collaboration, and related functions. Specific features available to you depend on your subscription plan and any add-ons or integrations you enable.

2. Licence grant

Subject to your compliance with this Agreement and the Master Terms, Gallop grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of your Gallop subscription to access and use the Service solely for your internal business purposes.

3. Your responsibilities

You represent and warrant that:

You have the authority to enter into this Agreement and to bind the entity on whose behalf you are using the Service.
You will keep your account credentials confidential and are responsible for all activity that occurs under your account.
You will comply with all applicable laws and regulations in your use of the Service.
You are solely responsible for the accuracy, legality, and completeness of data you submit to, or process through, the Service.
You will maintain your own backups of business-critical data and will not rely on Gallop as a system of record for accounting, tax, or legal purposes.

4. Data handling

Our processing of your data is governed by our Privacy Policy and any data processing addendum executed under the Master Terms. You are the controller of personal data you submit to the Service; Gallop acts as processor with respect to that data.

5. Third-party integrations

The Service may allow you to connect to or exchange data with third-party services, including accounting platforms such as QuickBooks Online, payment processors, calendar providers, and other tools (each, a "Third-Party Service"). Third-Party Services are operated by their respective providers and are not part of the Service. Gallop is an independent third-party developer and is not affiliated with, endorsed by, or sponsored by any Third-Party Service provider unless expressly stated. Product names and trademarks of Third-Party Services (including "QuickBooks", "QuickBooks Online", and "Intuit", which are trademarks of Intuit Inc.) are the property of their respective owners.

When you enable a Third-Party Service integration you:

represent that you have a valid subscription to the Third-Party Service in good standing and the authority to connect the relevant account or company file to Gallop;
agree to comply with the Third-Party Service provider's then-current terms of service, acceptable use policies, and (where applicable) developer terms;
authorise Gallop to read from and write to the connected account as required to perform the synchronisation features you enable, including (in the case of QuickBooks Online) customers, invoices, payments, items, and related accounting records;
acknowledge that you can revoke this authorisation at any time from the integrations area of Gallop or from the Third-Party Service itself; revocation will stop further synchronisation but does not affect data already exchanged; and
accept that providers of Third-Party Services are not parties to this Agreement and have no liability to you under it, and that your use of the Third-Party Service is governed by your separate agreement with that provider.

Gallop is not responsible for outages, errors, rate limits, schema changes, data loss, or other behaviour of any Third-Party Service or its APIs.

6. Restrictions

You will not, and will not permit any third party to: (a) use the Service to access data you are not authorised to access; (b) reverse engineer, decompile, or attempt to extract the source code of the Service except to the extent that applicable law expressly prohibits this restriction; (c) use the Service to build a competing product or to benchmark it without our prior written consent; (d) circumvent any rate limits, access controls, or usage restrictions imposed by Gallop or by a Third-Party Service provider; or (e) use the Service in violation of any applicable law or third-party right.

7. Disclaimer of warranties

The Service is provided "as is" and "as available". To the maximum extent permitted by law, Gallop disclaims all warranties, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that data synchronised through any integration will be accurate or complete. Gallop does not provide accounting, tax, audit, or legal advice; you are responsible for verifying that records produced by the Service are correct and fit for your purposes before relying on them.

8. Limitation of liability

To the maximum extent permitted by law, in no event will Gallop be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to the Service, whether in contract, tort (including negligence), or otherwise, even if Gallop has been advised of the possibility of such damages. Gallop's aggregate liability arising out of or relating to the Service will not exceed the amounts you paid to Gallop for the Service in the twelve (12) months immediately preceding the event giving rise to the liability.

9. Termination

This Agreement remains in effect for as long as you have an active Gallop account. Either party may terminate this Agreement at any time by closing the account or by ceasing to use the Service. We may suspend or terminate your access immediately if you breach this Agreement, if a Third-Party Service authorisation we rely on is revoked, or if a Third-Party Service provider requires us to do so. Sections 3, 4, 5, 6, 7, 8, 10, and 11 survive termination.

10. Governing law and venue

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.

11. Changes

We may update this Agreement from time to time. Material changes will be communicated to the primary account contact at least thirty (30) days before they take effect. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement.

12. Contact

Questions about this Agreement should be sent to legal@gallop.app.

Gallop Collaborative Technologies Inc. Toronto, Ontario, Canada