This User License Agreement (“Agreement”) is a legally binding agreement between you (“User,” “you,” or “your”) and Desk Communications LLC, a Delaware limited liability company, doing business as Makro (“Makro,” “we,” “us,” or “our”).
This Agreement governs your access to and use of the Makro software platform, website, applications, and related services (collectively, the “Service”).
By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
1. Description of the Service
Makro provides a software platform designed to assist users with the preparation, automation, and generation of financial and bankruptcy-related reports, including but not limited to Monthly Operating Reports (MORs), using data imported from accounting systems such as QuickBooks, Xero, spreadsheets, and user-provided inputs.
Makro does not provide legal advice, accounting advice, tax advice, or fiduciary services.
2. License Grant
Subject to your compliance with this Agreement, Makro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or professional use.
All rights not expressly granted to you are reserved by Makro.
3. Restrictions
- You may not, directly or indirectly:
- Copy, modify, reverse engineer, decompile, or attempt to extract the source code of the Service
- Resell, sublicense, lease, distribute, or make the Service available to third parties except as expressly permitted
- Use the Service in violation of any applicable law, regulation, court order, or bankruptcy rule
- Use the Service to provide unauthorized services to third parties or as part of a competing product
- Interfere with or disrupt the integrity or performance of the Service
- Makro reserves the right to suspend or terminate access for violations of this section.
4. User Responsibilities
You are solely responsible for:
- The accuracy, completeness, and legality of all data you upload, import, or input
- Reviewing all generated reports prior to submission, filing, or distribution
- Ensuring compliance with all applicable bankruptcy court, trustee, U.S. Trustee Program, or regulatory requirements
- Maintaining appropriate professional judgment when relying on outputs generated by the Service
Makro does not guarantee that reports generated by the Service will be accepted by any court, trustee, or third party.
5. No Legal or Accounting Advice
The Service is a software tool only.
Makro does not provide:
- Legal advice
- Accounting opinions
- Tax advice
- Bankruptcy representation
Use of the Service does not create an attorney-client, accountant-client, fiduciary, or professional relationship between you and Makro.
You are responsible for consulting qualified professionals where required.
6. Third-Party Services and Integrations
The Service may integrate with third-party platforms such as QuickBooks, Xero, or other financial systems.
Makro is not responsible for:
- The accuracy or availability of third-party data
- Changes, outages, or limitations imposed by third-party providers
- Errors originating from third-party systems
Your use of third-party services is governed by their respective terms.
7. Fees and Payments
Certain features of the Service may require payment of fees.
All fees:
- Are non-refundable unless expressly stated otherwise
- Are exclusive of taxes
- Must be paid in accordance with the pricing terms presented at the time of purchase
Makro reserves the right to modify pricing with prior notice.
8. Intellectual Property
All rights, title, and interest in and to the Service, including software, designs, text, logos, and documentation, are owned exclusively by Makro or its licensors.
You acquire no ownership rights under this Agreement.
9. Confidentiality
Each party agrees to maintain the confidentiality of non-public, proprietary, or confidential information received from the other party and to use such information solely for purposes of this Agreement.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAKRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- MERCHANTABILITY
- FITNESS FOR A PARTICULAR PURPOSE
- ACCURACY OR COMPLETENESS OF OUTPUTS
- NON-INFRINGEMENT
Makro does not warrant that the Service will be uninterrupted, error-free, or accepted by any court or authority.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
IN NO EVENT SHALL MAKRO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.
MAKRO’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO MAKRO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
12. Indemnification
You agree to indemnify, defend, and hold harmless Makro and its members, managers, employees, and affiliates from any claims, damages, liabilities, or expenses arising from:
- Your use of the Service
- Your violation of this Agreement
- Your submission, filing, or use of reports generated by the Service
13. Termination
Makro may suspend or terminate your access to the Service at any time for violation of this Agreement or applicable law.
Upon termination:
- All licenses granted under this Agreement immediately terminate
- You must cease all use of the Service
Sections that by their nature should survive termination shall survive.
14. Governing Law and Venue
This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of laws principles.
Any disputes shall be resolved exclusively in the state or federal courts located in Delaware.
15. Changes to This Agreement
Makro may update this Agreement from time to time.
Continued use of the Service after changes become effective constitutes acceptance of the updated Agreement.
16. Contact Information
For legal or contractual questions, contact:
Desk Communications LLC
DBA: Makro
Email: legal@wemakro.com