2022 Software License Agreement for QuickBooks Software and Intuit Payroll Services
INTUIT SOFTWARE END USER LICENSE AGREEMENT (US)
Thank you for selecting the Software offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as “Intuit,” “we,” “our,” or “us”). Review these terms (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking “I Agree,” indicating acceptance electronically, or by installing, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then you may not use the Software.
Section A
GENERAL TERMS
1. AGREEMENT
1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the “Software”). It includes by reference:
• Intuit’s Privacy Statement provided to you in the Software and available on the website or provided to you otherwise;
• Additional Terms and Conditions, which may include those from third parties; and
• Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.
2. LICENSE GRANT AND RESTRICTIONS
2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.
2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
• Provide access to or give the Software or any part of the Software to any third party;
• Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
• Transfer your license to the Software to any other party;
• Attempt unauthorized access to any other Intuit systems that are not part of the Software;
• Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
• Make the Software available on any file-sharing or application hosting service.
3. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:
a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
b. You must pay with one of the following:
1. A valid credit card acceptable to Intuit;
2. A valid debit card acceptable to Intuit;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
4. By another payment option Intuit provides to you in writing.
c. If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.
d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
e. Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the Software license or subscription is cancelled or terminated under this Agreement.
f. Additional cancellation or renewal terms may be provided to you on the website for the Software.
4. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Software. This means that Intuit may use your data to improve the Software or to design promotions and to develop new products or services. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
4.1 California Consumer Privacy Act. For the purposes of the California Consumer Privacy Act (“CCPA”), Intuit shall be considered a Business and/or Third Party, as applicable. Where Intuit acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Intuit is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable Intuit to (i) share any and all Personal Information you provided with any Intuit company, including Intuit Inc. and any parent, subsidiary, affiliate, or related company of Intuit Inc. (collectively, the “Intuit Family Companies”), and (ii) use any such Personal Information in connection with any and all Intuit Family Companies’ internal operations and functions, including, but not limited to, improving such Intuit Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Intuit Family Companies does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
5. CONTENT
5.1 You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you provide through your use of the Software. You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
c. Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Software and the public. Intuit does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Intuit is not responsible.
5.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.
5.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Software properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
6.1 Intuit does not give professional advice. Unless specifically included with the Software, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
6.2 We may tell you about other Intuit Services. You may be offered other services, products, or promotions by Intuit (“Intuit Services”). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Software.
6.3 Communications. Intuit may be required by law to send you communications about the Software or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on our websites.
6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software and to contact Intuit If you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive and install these updates.
6.5 If you obtained a subscription for the Software that includes new or Upgrade versions (as defined below) of the Software, you agree that Intuit may require you to install such new or Upgrade versions of the Software in order to continue your subscription. You agree to accept and install all such new or Upgrade version(s) of the Software within the time period specified by Intuit. You understand and agree that if you do not install such new or Upgrade version(s) within the specified time period Intuit may provide you a second and final notification that accepting such new or Upgrade version(s) is required and that failure to install such new or Upgrade version and replace the prior version of the Software will result in termination of your subscription. If you do not then make such Upgrade within an additional specified time period after the date of issuance of Intuit’s second and final notification then Intuit, at its sole discretion, may immediately terminate (i) your subscription, (ii) your continued use of the Software and (iii) all other subscription benefits and services; and, at its discretion, refund any unused or prorated balance of your subscription fees.
7. DISCLAIMER OF WARRANTIES
7.1 YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
7.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
8. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE. YOU AGREE TO INDEMNIFY AND HOLD INTUIT AND ITS AFFILIATES AND SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF YOUR USE OF THE SOFTWARE OR BREACH OF THIS AGREEMENT (COLLECTIVELY REFERRED TO AS “CLAIMS”). INTUIT RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY INTUIT IN THE DEFENSE OF ANY CLAIMS.
9. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.
10. TERMINATION. Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement, or suspend the Software, related online services, or other Intuit Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of the Software or our Services or systems and comply with applicable Intuit policy, or if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Software or applicable services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.
11. EXPORT RESTRICTIONS. You acknowledge that the Software, its related website, online services, and other Intuit Services, including the mobile application, delivered by Intuit are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations, and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly.
12. GOVERNING LAW. California state law governs this Agreement without regard to California’s conflicts of laws provisions.
13. DISPUTES. Most disagreements can be resolved informally and efficiently by contacting our customer support team. If you are a U.S. customer:
a. YOU AND INTUIT AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT (A “CLAIM”) WILL BE DETERMINED BY BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF IN COURTS OF GENERAL JURISDICTION.
b. Small Claims Court. Either you or Intuit can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Intuit may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.
c. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Intuit are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Services.
d. Notice of Claim. If you elect to seek arbitration, you must first send to Intuit a written Notice of your Claim (“Notice of Claim”). The Notice of Claim to Intuit should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Intuit to use to contact you. If Intuit elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Intuit, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
e. Informal Resolution. You and Intuit agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Intuit therefore agree that, after a Notice of Claim is sent but before either you or Intuit commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Intuit is represented by counsel, its counsel may participate in the conference as well, but Intuit agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
f. Commencing Arbitration or Small Claims Proceedings. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Intuit may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and Intuit are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Intuit during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Intuit agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Intuit and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.
g. Arbitration Proceedings: Arbitrators. The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided in Section 13(i) below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
h. Arbitration Proceedings: Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Intuit company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
i. Arbitration Proceedings: Decisions. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Intuit will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
j. Injunctive and Declaratory Relief. Except as provided in Section 13(b) above, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Intuit and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or Intuit prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
k. Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Intuit will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Intuit, and you and Intuit waive any objection to such fee modification.
l. Class Action Waiver. YOU AND INTUIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if you have elected arbitration, unless both you and Intuit agree otherwise, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Intuit believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this Section 13(l), then you agree that Intuit may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section 13 (Disputes) shall be null and void.
14. GENERAL. This Agreement, including Additional Terms below is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section 14 shall be void.
Rev June 2021
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Section B
ADDITIONAL TERMS AND CONDITIONS FOR INTUIT QUICKBOOKS DESKTOP SOFTWARE
IMPORTANT NOTICE. USE LIMITATIONS: Your rights to use the Software, Add-On Products and related Services (if any) are subject to the General End User License Agreement terms above and the Additional Terms and Conditions below. The Additional Terms and Conditions BELOW shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.
1. DEFINITIONS. For purposes of this Section B, certain capitalized words and phrases used in this Section have the meaning defined below. Other capitalized terms and their defined meaning are also provided embedded elsewhere within the text of this Agreement.
1.1. “Applications” means Intuit Applications and Third Party Applications.
1.2. “Authorized User(s)” means any and all individuals (e.g., your accountant or trusted financial advisor, etc.) who you designate or authorize to access and/or modify your Software data on your behalf.
1.3. “Beta Features” means any new or updated non-commercially available Software features which Intuit may from time to time make available for your use, Trial, and feedback.
1.4. “Data Transfer” means the process of transferring or sharing, upon your authorization, your Software data with or to one or more Applications.
1.5. “Desktop” is used to refer to any and all versions or editions of QuickBooks primarily designed for access and use on a desktop or laptop computer (e.g., QuickBooks Desktop Pro, or QuickBooks Desktop Premier, etc.).
1.6. “Enhancement(s)” means any and all minor enrichments to the Software, such as new or improved features, functionality, compatibility, performance, or other content or information. For clarity, Enhancements exclude Updates and Upgrades.
1.7. “Intuit Application(s)” means any and all products or Services developed by Intuit that you use and/or authorize to access your Software data.
1.8. “QuickBooks Online” or “QBO” is used to refer to the version of QuickBooks primarily designed for access and use as an online-hosted Service.
1.9. “QuickBooks” or “QuickBooks Desktop” means the Intuit QuickBooks Desktop financial and accounting software application.
1.10. “Service(s)” is used in this Section B to refer to the various systems, facilitative processing operations, functionality, or other features, including but not limited to support and maintenance, or other products or promotions which may be provided or made accessible to you in or through the Software as a standalone or online-hosted offering.
1.11. “Software” has the meaning defined above in Section A, 1.1., and includes the QuickBooks Desktop software that is the object of this Agreement, any Intuit-provided Services, software, applications, programs, tools, and other components, accessible in or through, or in combination with, QuickBooks Desktop, including but not limited to the QuickBooks Desktop Manager installer application and the QuickBooks Desktop Mobile Application(s) for iOS and/or Android mobile operating systems, if available for use with your version of QuickBooks, as well as all Updates that you may be eligible to receive based on the license or Subscription purchased as set forth in Section 10 further below. For clarity, Software excludes Upgrades.
1.12. “Subscription” or “Subscription Plan” refers to the payment of fees on a monthly, quarterly, or annual basis for a license to access and use the Software or Services.
1.13. “Third Party Application(s)” means each and all products or Services developed by third parties that you use in or through the Software and/or authorize to access your Software data.
1.14. “Trial” means any add-on or other software, products, Services, functionality, or features, which may be offered by Intuit or a third-party for your use on a limited or short-term basis.
1.15 “Uninstall” and “Install” as used throughout this Agreement refer to the actual removal of QuickBooks application from a computer (Uninstall) and the reinstallation (Install) of a new version of the QuickBooks software, along with the upgrades of all QuickBooks related data and company files.
1.16. “Updates” means Software bug fixes and error corrections generally provided to users of your specific version of the Software, when-and-if they are made available. For clarity, Updates exclude Enhancements and Upgrades.
1.17. “Upgrades” means each and all major or significant future-released versions of the full or complete Software. For clarity, Upgrades exclude Enhancements and Updates.
1.18. “you” and “your” as used throughout this Agreement means the individual person, or the legal entity on whose behalf such person acts, that licenses the Software and is identified by name during the Software account creation and registration process.
2. REGISTERING THE SOFTWARE; ACCOUNT SIGN UP OR SIGN-IN; REGISTRATION DATA
2.1. Registering the Software. After installation, you may be required to activate and register the Software before use and to do so you may be asked to provide a valid Software product or license number. You agree to keep your registration and/or account profile information accurate, complete, and current. Allowing or enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.
2.2. Account Sign Up or Sign In. You may be required to create or sign up for an account (or sign in) with Intuit and you agree to do so within the time specified by the Software, otherwise you will not be able to continue to use the Software. To help avoid unintended access to your account or profile information, the Software may be designed to automatically sign you out of your account (and require sign in), including after periods of inactivity. When signing up or using the Software, you may be prompted to create a (one-time) private encryption key or password in connection with your account and data file(s). Once created, please take care to memorize or securely store all passwords and encryption keys. If you forget or misplace an encryption key, you may lose access to your data that is encrypted with that key. Intuit is not responsible or liable for passwords or encryption keys stored insecurely, forgotten, or misplaced, or for any unauthorized access or inability to retrieve or recover access to data resulting from such unsecured, forgotten, or misplaced passwords or encryption keys.
2.3. Registration Data. Your data, including your registration information, will be collected and used as provided in this Agreement and in accordance with our privacy policies, which can be found at https://security.intuit.com/index.php/privacy or by accessing the Privacy link on the website for the Software. If and when you connect to the internet and use the Software, Intuit may also gather certain kinds of information which Intuit may use to improve the Software in future releases and/or improve or develop other Intuit products, better customize your experience with the Software in future releases, and present you with improved Intuit marketing offers.
3. LICENSES, LICENSE GRANT; LIMITATIONS AND RESTRICTIONS
3.1. Licenses, License Grant. Provided that you comply with all of the terms and conditions of this Agreement, Intuit grants you the following license rights:
3.1.1. Trial-User License. From time to time, Intuit or certain third parties may offer certain Trials and the opportunity to use them for a finite period of time (“Trial Period”). If you have signed up to use any Trial version or Subscription in the United States:
3.1.1.1. You are granted a limited non-exclusive license during the Trial Period to use the Trial so that 1 individual may access the Trial version or Subscription on a single computer. You may print 1 copy of any online user documentation in relation to the Trial version or Subscription, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Trial (if any); and
3.1.1.2. Your license to use any Trial is valid only for the Trial Period. You understand that upon expiration of your Trial user license, you must purchase a license for the particular software, product, or Service or sign up for the Subscription in order to continue using or accessing the applicable software, product, or Service and to retain any Content (defined furthest above in Section A.5.) that you have entered into or created within the software, product, or Service data file, or posted or uploaded during the Trial Period. If you do not purchase the particular software, product, or Service license or Subscription by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Trial software, product, or Services during the Trial Period, if you decide not to purchase the license or Subscription for the full version of the applicable software, product, or Services, you will not be able to access or retrieve any of the Content and data you added, uploaded, or created with the Trial during the Trial Period.
3.1.2. Single User License and Single User Add-On Pack Licenses. If you purchased a single user license (by Subscription or by making a one-time, upfront payment depending on the purchase options chosen by or available to you) or a single user add-on pack license for the Software, you may install the Software for access and use solely by one specific person on: (i) one primary computer, and (ii) one additional computer (e.g., a laptop or a home computer) –or, for the QuickBooks Desktop Mobile App, on your mobile device(s)– that together you own and use in your business, all for use by that same specific person.
3.1.3. Multi-User License and Multi-User Add-On Pack Licenses
3.1.3.1. Certain versions of the Software or Subscription may allow for multiple additional users of the specific edition of the Software you have licensed, if applicable, upon payment of an additional license fee for each such additional user. If you purchased a multi-user license or add-on pack you may install the Software on the number of computers equal to the number of user licenses you purchased — or, for the QuickBooks Desktop Mobile App, on your mobile device(s). You understand and agree that access to and use of the Software is solely for the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users except as expressly permitted by this Section. By way of example only, if you have 10 employees in your company, and if you have only paid for 3 user licenses for your specific edition of the Software, you are granted a limited non-exclusive license to: download and install the Software on up to 3 computers which are owned and operated by and for your company; and allow up to 3 individuals only (who are your owners, employees, or contractors) access the Software or Subscription. You may also: place a copy of your Software data file(s) on a network to be accessed and used by such individuals (and install the Software on one additional computer above the number of the license(s) you purchased, solely to accompany your Software’s shared data file, and not for direct use of the Software by another user); and for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation provided in relation to the Software, solely for use by such licensed user. If a licensed user is no longer employed by your company, you may reassign that employee’s user license to another user within your company (i.e., designate a new specific employee to use the license formerly used by the departed employee). All users in a multi-user environment must be using licensed copies of the same version year of the Software. Use of the Software by each additional user will be subject to the same restrictions as the single user license. You are responsible for ensuring that all licensed users, including any added licensed users, comply fully with the terms of this license.
3.1.4. Subscription Licensing. If you purchased a Subscription, the terms of this Agreement, as supplemented by the Subscription terms, will govern your use of the Software and provided that the duration of such license will be based on the Subscription model or plan you have elected.
3.1.5. Use with Your Mobile Device. Use of the Software may be available through a compatible mobile device and require Internet access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
3.1.6. Unlocking a New Software License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the single user version, from QuickBooks Desktop Pro to QuickBooks Desktop Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have the unlocked version, you may no longer use the original version of the Software (in use prior to purchase of the unlock license) on any computer.
3.1.7. Software Copies. Whichever license you obtain, if you purchased a valid license for the Software and received an authentic Intuit digital versatile disc (DVD), such DVD is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in 3.1.2., and 3.1.3., above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.
3.1.8. License Grant for Payroll for Desktop Services (if subscribed or activated). If you purchase a Subscription for Payroll for Desktop Services (defined in Section 5.1 below), then:
3.1.8.1. If and when you subscribe to the Payroll for Desktop Service and pay the applicable Subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll for Desktop Services only) and applicable Updates, when-and-if made available to you, as well as related documentation within the United States, only in connection with the Software and Payroll for Desktop Services, and only provided that you comply with all of the terms and conditions of this Agreement. You may only use and/or install the Payroll for Desktop Service and Updates, including tax table Updates, only on the computer(s), and only for access and use by the individual(s) or entity, for which the Software license was purchased; and
3.1.8.2. You may not perform any of the following actions which are violations of this Agreement and the licenses granted to you: (i) Use Payroll for Desktop Service Updates except with the Software; (ii) distribute copies of the Software, or allow access to the Payroll for Desktop Service, to or by entities or persons that have not purchased a license to the Software or Payroll for Desktop Service from Intuit; (iii) permit others to access the Payroll for Desktop Service for their own purpose, or (iv) process payroll, make payments or otherwise use the Money Movement Services (as described and defined in Section 5.1) for any other person, company, or legal entity without a valid license or Subscription to the applicable Payroll for Desktop Service for Accountants.
3.1.9. Assisted Payroll for Desktop Services. If you purchase a Subscription for Assisted Payroll for Desktop Services (defined in Section 5.3 below), then Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when-and-if available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install Updates to the Assisted Payroll for Desktop Service on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.
4. MAXIMUM LIMITS FOR SIMULTANEOUS USERS; CONCURRENT FILE ACCESS; LIST ENTRIES
4.1. Maximum Limits for Simultaneous Users. Subject to the terms of this Agreement, the particular edition of the Software licensed, and the number of individual user licenses paid for by you as described above in Section 3.1.3., you may be permitted a multiple number of licensed users who are authorized to simultaneously access and use the Software (or concurrently access a company file) on a network, up to a maximum number of licensed users as set forth in the table below. Any unauthorized use of the Software (or concurrent access of a company file) by more than the maximum number of simultaneous (or concurrent) licensed users permitted for that particular version of the Software, or otherwise exceeding your paid license(s), may result in failure of the Software, performance degradation, errors, and/or loss of data, and will be considered a material breach of this Agreement: