Varenna End-User License Agreement and Terms of Use

Effective Date: August 25, 2026

Last Updated: August 25, 2026

This End-User License Agreement and Terms of Use ("Agreement") governs access to and use of Varenna ("Varenna," the "Platform," or the "Service"), a software platform operated by RLN US LLP ("RLN," "we," "us," or "our").

By accessing or using Varenna, creating an account, connecting a third-party service, or authorizing Varenna to access information on your behalf, you agree to be bound by this Agreement. If you are using Varenna on behalf of a business or other organization, you represent that you have authority to bind that organization to this Agreement.

1. Varenna Platform

Varenna is a business, accounting, tax-compliance, workflow, data-management, and professional-services technology platform. Depending on the services enabled for a user or organization, Varenna may provide functionality related to accounting data, sales-tax compliance, filing workflows, entity compliance, document management, reporting, reconciliation, client communication, workflow management, and related professional services.

Certain functionality may be provided in connection with accounting, tax, advisory, compliance, or other professional services provided separately by RLN US LLP.

2. License to Use Varenna

Subject to this Agreement, RLN grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use Varenna solely for your authorized business purposes.

You may not:

copy, reproduce, sell, sublicense, distribute, or commercially exploit Varenna except as expressly authorized;
reverse engineer, decompile, disassemble, or attempt to derive the source code of Varenna except where applicable law expressly permits it;
circumvent authentication, security, access-control, or usage restrictions;
access another user's or organization's information without authorization;
use Varenna for fraudulent, unlawful, abusive, or unauthorized purposes;
introduce malicious code, viruses, or other harmful technology into the Platform; or
interfere with the operation, security, or availability of Varenna.

3. User Accounts and Authorized Users

You are responsible for maintaining the confidentiality and security of your Varenna credentials and for activity conducted through your account.

Organizations using Varenna are responsible for determining which employees, contractors, representatives, advisors, or other individuals are authorized to access their information through the Platform.

You agree to provide accurate account information and promptly notify RLN of suspected unauthorized access or security incidents involving your Varenna account.

4. Third-Party Account Connections

Varenna may allow you to connect third-party platforms and services, including accounting, financial, payment, point-of-sale, e-commerce, property-management, document-management, and other business systems.

These services may include, without limitation:

QuickBooks Online;
Shopify;
Toast;
Clover;
other accounting platforms;
point-of-sale systems;
e-commerce platforms;
financial institutions;
payment processors; and
other authorized data providers.

When you connect a third-party account, you authorize Varenna and RLN to access, retrieve, receive, process, store, normalize, analyze, reconcile, and otherwise use information made available through that connection to provide the services you have requested.

Your use of any third-party service remains subject to that third party's applicable agreements, policies, permissions, and terms.

5. QuickBooks Online Integration

If you connect a QuickBooks Online company to Varenna, you authorize Varenna and RLN to connect to the QuickBooks Online account that you select and to retrieve information made available through the QuickBooks Online integration for purposes of providing Varenna and related RLN services.

Depending on the functionality enabled, this information may include:

sales and revenue transactions;
invoices and sales receipts;
credit memos and refunds;
payments;
customers and vendors;
products and services;
general-ledger accounts and balances;
sales-tax liability accounts;
journal entries;
financial reports;
tax calculations;
filing information; and
related accounting records.

Varenna may use this information to perform accounting analysis, reconciliation, transaction classification, sales-tax calculations, compliance workflows, reporting, data-quality review, and other services authorized by you.

Connecting QuickBooks Online does not transfer ownership of your QuickBooks data to RLN or Varenna.

6. Authorization to Access Data

By connecting a third-party service, you represent and warrant that you have the legal right and authority to authorize Varenna to access and process the information available through that service.

You authorize Varenna to periodically synchronize information from connected services while the connection remains active. Synchronization may occur automatically without requiring you to manually initiate each data transfer.

7. Disconnecting Third-Party Services

You may disconnect supported third-party services through available Varenna controls or through the applicable third-party provider.

Disconnecting a service prevents Varenna from performing future synchronizations after the disconnection becomes effective. Information previously retrieved may be retained where reasonably necessary to provide services, maintain accounting or compliance records, satisfy legal or regulatory obligations, preserve audit history, resolve disputes, or as otherwise described in our Privacy Policy.

8. Customer Data

As between you and RLN, you retain ownership of the business information, records, documents, and other data that you or your authorized providers submit or make available through Varenna ("Customer Data").

You grant RLN the rights necessary to host, process, transmit, analyze, organize, transform, reconcile, and otherwise use Customer Data for the purpose of operating Varenna and providing authorized services.

9. Data Accuracy and Source Information

Varenna may rely on information obtained from you or from systems that you connect to the Platform. RLN does not control the completeness or accuracy of information maintained by third-party providers.

You remain responsible for reviewing information used for accounting, compliance, reporting, filing, and payment purposes and for promptly notifying RLN of known inaccuracies or omissions.

10. Tax and Compliance Workflows

Varenna may assist with tax calculations, tax-return preparation, reconciliation, filing workflows, payment workflows, registrations, notices, exemptions, nexus analysis, and other compliance activities.

Software-generated calculations, classifications, alerts, recommendations, or workflow statuses may require review by authorized personnel before a filing, payment, submission, or other compliance action is completed.

Use of Varenna alone does not create a professional-services relationship with RLN US LLP. Any accounting, tax, advisory, or other professional services provided by RLN may be subject to a separate engagement letter or agreement.

11. User Responsibilities

You are responsible for:

providing accurate and complete information;
maintaining appropriate access controls for authorized users;
reviewing information presented by Varenna when review is required;
maintaining authority to connect third-party accounts;
complying with applicable laws and contractual obligations; and
promptly informing RLN of material errors or unauthorized activity.

12. Privacy and Data Protection

Our collection, use, disclosure, retention, and protection of personal information is described in the RLN US LLP Privacy Policy.

The Privacy Policy is incorporated into this Agreement by reference.

13. Security

RLN uses administrative, technical, and organizational measures designed to protect information processed through Varenna. However, no electronic system, network, transmission method, or storage system can be guaranteed to be completely secure.

Users must not attempt to circumvent or disable Varenna security controls.

14. Intellectual Property

Varenna, including its software, interfaces, designs, workflows, databases, documentation, branding, underlying technology, and related intellectual property, is owned by or licensed to RLN US LLP and is protected by applicable intellectual-property laws.

Except for the limited license granted under this Agreement, no rights in Varenna or RLN intellectual property are transferred to you.

15. Third-Party Services

Varenna may depend upon or interoperate with services operated by third parties. RLN does not control those services and is not responsible for interruptions, changes, errors, security incidents, API limitations, or other acts or omissions attributable to third-party providers.

References to third-party products or trademarks do not imply ownership by, endorsement from, or affiliation with RLN unless expressly stated.

16. Service Availability and Changes

RLN may modify, improve, replace, suspend, or discontinue portions of Varenna from time to time. We may also perform maintenance or implement security, regulatory, operational, or technical changes.

We do not guarantee that every feature or third-party integration will remain available at all times.

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VARENNA IS PROVIDED "AS IS" AND "AS AVAILABLE." RLN DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT.

RLN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT INFORMATION OBTAINED FROM THIRD-PARTY SERVICES WILL ALWAYS BE COMPLETE OR ACCURATE.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RLN US LLP AND ITS AFFILIATES, PARTNERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE USE OF VARENNA.

Any additional limitations or allocation of liability contained in an applicable engagement letter, subscription agreement, or other written agreement with RLN will also apply.

19. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless RLN US LLP and its affiliates, partners, employees, and agents from claims, damages, liabilities, and reasonable expenses arising from your unlawful use of Varenna, your violation of this Agreement, or your unauthorized provision or use of third-party data.

20. Suspension and Termination

RLN may suspend or terminate access to Varenna where reasonably necessary for security, legal or regulatory compliance, nonpayment, material breach of this Agreement, misuse of the Platform, or protection of RLN, its clients, users, or third parties.

Upon termination, your right to use Varenna ends. Provisions that by their nature should survive termination, including provisions concerning intellectual property, confidentiality, disclaimers, limitations of liability, and governing law, will survive.

21. Changes to this Agreement

RLN may update this Agreement from time to time to reflect changes in Varenna, applicable law, third-party integrations, security practices, or business operations.

The updated Agreement will be posted with a revised "Last Updated" date. Where required by applicable law, additional notice or consent will be provided.

22. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-law principles, except where applicable law requires otherwise.

23. Entire Agreement

This Agreement, together with the Privacy Policy and any applicable written subscription agreement, engagement letter, order form, or other agreement between you and RLN, constitutes the agreement governing your use of Varenna.

If a separately executed written agreement with RLN expressly conflicts with this Agreement, the separately executed agreement will control to the extent of that conflict.