4.2. Maximum Limits for Concurrent File Access. When you
purchase a Software license, you may be able to use the Software to manage
multiple (different) company files. Depending on the edition of the Software,
type and number of user licenses you purchase (for example, Software versions
or licenses that allow for multiple users or multiple user mode), and subject
to your payment of applicable additional or multi-user license fee(s), 2 or
more networked users may be able to open, manage, and/or collaborate on the
same company file at the same time. As set forth above in Section 4.1., there
may be limits to the number of concurrent networked users who may
simultaneously access any single company file. Additionally, if you have not
acquired sufficient user licenses the Software may not support or allow the
opening or managing of different company files simultaneously. You are
responsible for all access and use (and for maintaining password protection)
of all your company data files.
4.3. Maximum Limits for List Entries. When you purchase
a Software license, and depending on the particular Software edition and
operating system platform (Windows or Mac), there may be limits to the number
of lists, list entries, and custom fields permitted for each list in your
company data file based on your version of the Software. See the Software
website, or packaging or installation guide for more information. Within the
Software, you can also press the F2 key to display certain product
information, including the version of QuickBooks Desktop Software you are
running, the size and location of your company file, and the number of lists
or number of entries you have in your lists.
5. ADDITIONAL LICENSES AND SERVICES AVAILABLE BY
SUBSCRIPTION. Additional Subscription licenses and Services that may be
obtained in connection with the Software include the following:
5.1. Money Movement Services.
5.1.1. Intuit Payments Inc. Intuit and its subsidiaries and/or affiliates
offer add-on services that include payments functionality that you can obtain
in connection with your use of the Software (the “Ancillary Payments
Services”). The Ancillary Payments Services, defined and described below, are
the following additional Subscription licenses and Services that may be
obtained in connection with the Software: Payroll for Desktop Service(s);
Assisted Payroll Subscription for Desktop; and Direct Deposit Service(s). To
the extent that your use of the Ancillary Payments Services involves the
transmission of funds, whether in connection with payroll processing, tax
payments, payments to vendors, or other similar payments-related services
(collectively, “Money Movement Services”) such Money Movement Services are
provided to you by Intuit Payments Inc. (“IPI”), a licensed money transmitter. Please note that while the Money Movement Services are provided by IPI,
under certain circumstances IPI is not required to provide such services under
its money transmission licenses. All references in this Agreement to “Intuit,”
“we,” “us,” “our,” or similar terms, shall be understood to mean IPI solely
with respect to the provision of Money Movement Services. For payment
processing services for merchants, please see Section 6.10 below.
5.1.2. General Conditions for Money Movement Services.
5.1.2.1. The Money Movement Services are available only in the United States
(but not the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and
possessions). To be able to use the Money Movement Services, you: must not be
domiciled, reside, or have a principal place of business outside the United
States; must not be engaged in any illegal activity or any activity reasonably
likely to cause notoriety, harm, or damage to the reputation of Intuit, IPI or
any banks or other service providers we use to provide the Money Movement
Services; must not be listed on any other third party or governmental
sanctions lists; and must comply with the Acceptable Use Policy. If you are engaged in any of the prohibited activities, business types,
or transactions described in our Acceptable Use Policy, you are not eligible
(or may become ineligible) to use the Money Movement Services. In addition,
you may not, and may not attempt to use the Money Movement Services to
transfer funds to a person, entity, or jurisdiction outside of the United
States or in any instance in which such transactions are prohibited by law,
nor may you use the Money Movement Services for any funds transfers not part
of the Ancillary Payments Services. If there are multiple licensed Software
users, you affirm that each user of the Money Movement Services who initiates
a payment request is authorized to do so on your behalf.
5.1.2.2. From time to time, IPI may publish additional guidelines, policies,
and rules (collectively “IPI Policies”) regarding the Money Movement Services
and will provide appropriate notice to you regarding such IPI Policies.
Consistent with any such notice provided to you, you understand and agree that
your use of the Money Movement Services must be consistent with such IPI
Policies, and agree to provide any information we deem necessary to verify
your compliance with such IPI Policies.
5.1.2.3. In order to comply with applicable federal laws relating to
anti-money laundering and terrorism financing, including the USA PATRIOT Act
and the Bank Secrecy Act, IPI may request that you provide information beyond
what is required for your use of the Software, including but not limited to: a
copy of a government-issued ID (such as a passport or driver’s license); your
business license; taxpayer ID number; financial or bank statements; utility
bills; or your personal or business tax returns. In addition, you agree and
authorize IPI (directly or through third parties) to make any inquiries we
consider necessary to verify your or, in the case of an entity, the
principals’ and/or owners’, identities, or to determine your current and
ongoing creditworthiness, financial status, and/or ability to perform the
obligations hereunder. This may include asking you to confirm email address,
mobile/phone numbers, or bank accounts, or verifying information you have
provided using third-party databases (including by obtaining your individual
and business credit report, personal profile, or other information from one or
more third-party databases). You consent to IPI updating your account
information from time to time based on information provided by you, your bank,
other payments services providers, or other data sources used to evaluate the
current status of the business and/or its owners.
5.1.2.4. IPI may establish processing limits and assign a maximum dollar
amount for Money Movement Services provided to you during any applicable
period of time identified by IPI. Consistent with obligations under applicable
state money transmission laws and federal anti-money laundering laws, IPI may,
in its sole discretion, place holds on any Payments (as defined below)
initiated by you in order to protect against potential risk or fraud. Reasons
for holds are proprietary to IPI and Intuit and may be based on multiple
factors, including, but not limited to: (i) no or limited payments processing
history with Intuit; (ii) past performance or standing of your account,
including return or dispute rates; or (iii) businesses offering higher risk
goods or services. You understand and agree that IPI’s evaluation of risk may
result in your ineligibility for some or all Money Movement Services provided
in connection with the Ancillary Payments Services, including with respect to
the settlement timing for Payments (subject to applicable restrictions under
state money transmission laws). IPI also reserves the right, in its sole
discretion, to review and reject any Payment. If a Payment is cleared after
review, we will provide notice to you. Otherwise, we will attempt to cancel
the Payment and your funds may be returned. IPI will have no liability for any
losses, either direct or indirect, which you may attribute to any hold,
review, or other delay or suspension of a Payment.
5.1.2.5. Without limiting the conditions of termination as set forth in
Section 14 below, IPI reserves the right, in its sole discretion and with or
without notice or cause, to suspend or terminate the provision of Money
Movement Services, including without limitation, if: (a) we have reason to
believe that fraudulent transactions or other activity prohibited by this
Agreement has occurred; (b) such action is necessary to prevent loss to us; or
(c) you violate any portion of this Agreement, including the Acceptable Use Policy. Upon termination, your ability to use the Ancillary Payments Services
may be limited as we will not be able to facilitate transmissions of funds on
your behalf. Any funds that remain in your account for any reason, including
your abandonment of your account or your failure to remedy any deficiencies in
the information we are required to collect for anti-money laundering purposes,
for the applicable time period as mandated or allowed by applicable law may be
remitted to your state of residency or otherwise in accordance with unclaimed
property laws. We may also unwind transactions or direct funds to specially
designated accounts pursuant to anti-money laundering, sanctions or other
compliance requirements.
5.1.3. IPI Provision of Money Movement Services.
5.1.3.1. The Ancillary Payments Services provide functionality to enable you
to track, calculate, and initiate payroll and other payments to employees, tax
payments to taxing authorities, and other payments to employees or third-party
vendors. Specific conditions and requirements for each of the Ancillary
Payments Services is provided below. This section describes rights,
responsibilities, and obligations with respect to the transmission of funds on
your behalf in connection with the Money Movement Services.
5.1.3.2. With respect to the Money Movement Services, you are the “Payor” and
the person or entity you are seeking to pay (which may be a vendor, taxing
authority, or Employee, as defined below) is a “Payee.” As a Payor, an
eligible transfer of funds to a Payee that you initiate through any of the
Ancillary Payments Services, in accordance with the specific terms set forth
below and any instructions provided through the applicable software,
constitutes a “Payment.” When you make a valid Payment request, IPI receives
funds from you and transmits the funds to the Payee in accordance with your
instructions.
5.1.3.3. To use the Money Movement Services and to initiate a Payment, you
must have a demand deposit account with an eligible financial institution
capable of enabling Automated Clearing House (“ACH”) transactions and such
account must be identified when you enable the Ancillary Payments Services
(“Your Account”). You can change Your Account in accordance with instructions
provided through the Ancillary Payments Services settings. Please note,
however, that under certain circumstances IPI reserves the right to use wire
drawdown requests or other funding methods (collectively “Debits”) to fund
your Payments.
5.1.3.4. You may request that IPI initiate a Payment to a Payee or Payees
online (“Payment Transaction(s)”). After you submit your Payment Transaction,
IPI will confirm receipt of the Payment request. Your Payment Transaction will
not be processed if you do not receive our confirmation before the Payment
Transaction is over. However, a confirmation does not mean that your Payment
Transaction is error-free, and if errors are detected later we may be unable
to complete your Payment Transaction. We will make reasonable efforts to tell
you if we cannot complete your Payment Transaction. Payment Transactions
taking place after certain processing deadlines may be considered to occur on
the next business day. Specific information regarding Payment Transactions for
applicable Ancillary Payments Services is provided in the below descriptions
of the applicable service.
5.1.3.5. IPI generally processes Payment Transactions using the ACH. Such
transactions are governed by the rules of the National Automated Clearing
House Association (“NACHA”). NACHA may amend these NACHA Operating Rules at
any time. By initiating a Payment, you authorize IPI to initiate credit and
debit entries to Your Account, and to send Payments electronically or by any
other commercially accepted method to the Payee or Payees you have designated
and pursuant to instructions you provide with your Payment Transaction. You
also authorize and direct the depository financial institution that holds Your
Account to charge each debit to Your Account for that amount to be credited to
IPI, and to respond to inquiries from IPI regarding your information and Your
Account. This authorization will remain in full force and effect until IPI has
received written notification from you of its termination in such time and in
such manner as to afford IPI and the depository financial institution that
holds Your Account a reasonable opportunity to act on it. For Payees that will
receive disbursements via ACH, you agree to obtain the Payee’s consent to
credit their bank account and initiate a disbursement over the ACH network.
Such consent must be in a form and manner that complies with the NACHA
Operating Rules. You also agree to maintain the security and integrity of all
information that you collect and/or provide to IPI that IPI uses to process a
Payment Transaction, whether using the ACH or otherwise.
5.2. QuickBooks (Basic, Standard, or Enhanced) Payroll
Subscription for Desktop (each and all referred to here as, “Payroll for
Desktop Service(s)”)
5.2.1. Subscribing to the Payroll for Desktop
Service. To subscribe to a Subscription Plan for a Payroll for Desktop
Service and to be able to calculate applicable payroll taxes and make
payments, you must: (i) have registered the Software, and (ii) have internet
access. If applicable, you may be able to purchase a Subscription for the
Payroll for Desktop Service online or by phone, or you may be able to
subscribe from within the Software by selecting the appropriate employee menu
item, and you will need to activate the Payroll for Desktop Service within the
Software using the numerical key provided to you at the time of Subscription
purchase. If you subscribe, your use of the Payroll for Desktop Services shall
be subject to this Agreement and in accordance with this Section (and to any
Subscription Plan terms or other terms and conditions that accompany the
Payroll for Desktop Service itself). For purposes of this Agreement, the
Payroll for Desktop Service does not include or apply to Software and Trial
versions that do not include or offer access to the applicable Payroll for
Desktop Service.
5.2.2. License Grant and Restrictions. For license(s)
granted to you for use of the Payroll Desktop Services, see Section 3.1.7.,
above.
5.2.3. Activating the Payroll for Desktop Service. The
Subscription for the applicable Payroll for Desktop Service you purchased will
begin after it is activated within the Software and after we receive and
process all the information requested during sign up, including your credit
card or bank account information. Any Subscription for Payroll for Desktop
Service purchased at a physical retail store location will begin after you
activate the Payroll for Desktop Service Subscription online, which activation
must occur no later than 60 days from purchase or the date indicated on the
exterior of the Software packaging, whichever is earlier.
5.2.4. Unless You Have Purchased a Software Bundle or
Subscription with Payroll Services Already Included, a Separate Payroll for
Desktop Service Subscription Is Required for Each Registered Copy of
Software. Unless you purchased a desktop Software bundle or Subscription
with payroll Services already included (i.e., QuickBooks Desktop Pro +
Payroll), then for each registered copy of the Software, you must purchase a
separate Payroll for Desktop Service Subscription in order to be able to use
the Payroll for Desktop Service with that particular registered copy of the
Software. For purposes of the Payroll for Desktop Service Subscription,
QuickBooks Desktop Pro, QuickBooks Desktop Premier Multi-user pack, and
QuickBooks Desktop Enterprise Solutions Business Management user pack are each
considered a single registered copy of the Software. If you are using one of
the aforementioned versions of the Software, you will need only one
Subscription to the applicable Payroll for Desktop Service. For every Payroll
for Desktop Service Subscription, Intuit may impose a limit on the number of
employer identification numbers (EINs) for or with which you can use the
Payroll for Desktop Service and if you exceed this limit, you may be required
to pay additional fees.
5.2.5. Payroll Tax Table Updates
5.2.5.1. Updates to payroll tax tables may be provided,
when-and-if they are made available by Intuit in its sole discretion, to
active subscribers to the Payroll for Desktop Service. We strongly recommend
that you connect to your applicable Payroll for Desktop Service regularly to
validate your Subscription and to be sure you have the most currently
available Payroll for Desktop Service Updates, including the most current
rates and calculations for supported tax tables. Failure to connect to your
Payroll for Desktop Service regularly may result in inaccurate withholding
from payroll and you hereby assume any and all liability resulting from any
such inaccurate withholding, or resulting in any way from your failure to
regularly connect and update your Payroll for Desktop Service. Also, as a
safety measure, and due to the nature and frequency of changes in payroll tax
rates, if your Payroll for Desktop Service Subscription expires, you will be
unable to continue to process payroll using Payroll for Desktop Service tax
tables or tax forms, and if this occurs, you must connect to your Payroll for
Desktop Service, bring your Subscription account current if necessary, and get
the latest Payroll for Desktop Service Updates in order to again be able to
process payroll.
5.2.5.2. The Payroll for Desktop Services may contain dated
information. In using the Payroll for Desktop Service, you understand that it
may not include all the information or the most current information relevant
to your particular needs or situation.
5.2.6. Preparation and Filing (or E-Filing and E-Payment) of
Payroll Taxes and Other Liabilities
5.2.6.1. Payroll for Desktop Services may include the option
to track certain year-end or other payroll taxes and liabilities to aid your
completion of forms, records, slips, or other reports for you to file with
relevant governmental taxing and revenue authorities. Depending on your
location and/or the version of Software or Payroll for Desktop Service you
use, the Payroll for Desktop Services may include capabilities to assist you
with the preparation and filing of necessary files, forms, or other
documentation, either by providing the means to file materials by electronic
transmission (from within the Software directly to the applicable governmental
authority), or by providing the means to create a file which can be saved to
your local computer desktop for filing by means of online transfer (i.e.,
manually locating and uploading saved file(s) from your computer desktop to
the applicable governmental website via a web browser), as well as the
possible option to print checks for your delivery to the applicable taxing
authority. You understand, however, that regardless of the features or options
available with the Payroll for Desktop Services, you alone are responsible for
timely preparation and remittance of all required payroll liabilities and
taxes filings, including verifying that any Payroll Transaction (defined
below) has been sent, received, and accepted by the relevant taxing authority,
and if necessary, you are also responsible for manually delivering any filings
and payments to the relevant taxing authority in the event that any online
Payroll Transaction is rejected, in order to ensure timely receipt of such
filing(s) or payment(s) by the taxing authority before the required due date.
5.2.6.2. To be able to electronically file and pay your
payroll taxes and other liabilities, whether by transacting directly or by
uploading a file from your computer with or to the applicable governmental
taxing and revenue authority website (each and all “Payroll Transaction(s)”)
using the Software, you must have an internet connection, a valid license for
a compatible, currently supported and registered version of the Software, and
an active Subscription to the Enhanced Payroll for Desktop Service. If you are
located in a country or region (and if the version of the Software you are
using has the capability) and if you choose to electronically file and/or pay
your Payroll Transaction by transmitting directly via the Software (and not by
manually uploading a file from your computer desktop) to the website of a
governmental taxing and revenue authority, the Payroll Transaction will be
forwarded to Intuit’s Electronic Filing Center where Intuit will convert it to
a standardized format and transmit it to the applicable governmental taxing
and revenue authority (the “Electronic Filing Services”). Except to the extent
required by applicable law, Intuit has no obligation to store, maintain, or
provide to you any information you provide to Intuit, and you agree to print
and save a copy of each Payroll Transaction for your records. By using the
Electronic Filing Services system to prepare and submit Payroll Transaction
filings, you consent to the disclosure to the IRS and any other applicable
taxing and revenue authority of all information pertaining to your use of the
Electronic Filing Services. Use of the Electronic Filing Services system to
prepare and submit Payroll Transactions with applicable governmental taxing
authorities is subject to availability. If Intuit tells you that information
concerning your Payroll Transactions has changed, you must use this corrected
information in the future to initiate Payroll Transactions.
5.2.6.3. If you are located in a country or region (and if
the version of the Software you are using has capability) allowing for the
filing of Payroll Transactions directly with a governmental taxing and revenue
authority, then by using the Electronic Filing Services for Payroll
Transactions, you authorize Intuit to send Payroll Transactions,
electronically or by any other commercially accepted method, to the applicable
financial institution or governmental taxing and revenue authority. You
authorize Intuit and its agents (if applicable) to take steps necessary for
enrolling you with the appropriate taxing authorities for the purposes of
e-filing and e-payment of Payroll Transactions at our discretion. You also
authorize and direct the institution which holds Your Account to charge each
debit to Your Account(s) and pay that amount to the governmental taxing
authority. The authorizations in this Section remain in effect until you
notify Intuit the authorization is revoked.
5.2.7. Satisfaction Guarantee. For terms and conditions
relating to the Payroll for Desktop Service satisfaction guarantee, see
Section 15 below.
5.2.8. Termination and Amendment. For terms and
conditions relating to Payroll for Desktop Service or Subscription
termination, see 5.1.2.5 above and Section Section 14 below.
5.2.9. Restrictions and Limits for Processing Employee
Payroll
5.2.9.1. Certain Payroll for Desktop Service Subscription
Plans may have restrictions on the number of Employees for whom payroll can be
processed. When you purchase an Employee-limited Payroll for Desktop Service
or Subscription, you may only be allowed to process payroll up to a certain
number of Employees and you may be required to choose a higher Payroll for
Desktop Service level or pay an additional fee if you wish to process payroll
for more or additional Employees. If you wish to process payroll for fewer
Employees, you must choose a lower Payroll for Desktop Service level. Other
Payroll for Desktop Services or Subscription Plans may be subject to a
per-Employee pricing model, and you may have to pay additional fees for each
Employee you add. The term, “Employees,” as used in this Section, refers to
all employees and contractors paid on the computer(s) used by the
individual(s) for whom a Software license was purchased. We may collect and
make use of information about how many Employees you pay and may suggest or
recommend an alternate Payroll for Desktop Service level for you based on that
information.
5.2.9.2. If you subscribed to a paid Basic or Enhanced
Payroll for Desktop Service Subscription Plan under a pricing option which
charges a per Employee fee at the end of each month, you are required to
connect to your Payroll for Desktop Service at least once every 30 days to
allow Intuit to send your payroll data to the Intuit online servers for
purposes of calculating your per Employee fee.
5.3. Assisted Payroll Subscription for Desktop (“Assisted
Payroll for Desktop Service(s)”)
5.3.1. Using Assisted Payroll for Desktop Services. To
be able to subscribe to Assisted Payroll for Desktop Services and in order for
you to calculate federal and state payroll taxes and make payments, you must
have an internet connection and a valid license for a compatible, currently
supported, and registered version of the Software. You may subscribe to
Assisted Payroll for Desktop Services through the Software. You are solely
responsible and liable for the security, and for controlling any access to or
use, of any forms W-2 viewed and/or saved on your computer. You agree that
Intuit is not and shall not be responsible for the accuracy of any forms W-2.
For purposes of this Agreement, the Assisted Payroll for Desktop Service does
not include or apply to Software and Trial versions that do not include access
to the Assisted Payroll for Desktop Service.
5.3.2. License Grant and Restrictions. For license(s)
granted to you for use of the Assisted Payroll Desktop Services, see Section
3.1.8., above.
5.3.3. Satisfaction Guarantee. For terms and conditions
relating to Assisted Payroll for Desktop Service satisfaction guarantee, see
Section 15 below.
5.3.4. Termination and Amendment. For terms and
conditions relating to Assisted Payroll for Desktop Service termination, see
5.1.2.5 above and Section 14 below. Service availability and additional
terms and conditions of Assisted Payroll are provided within the QuickBooks
Assisted Payroll for Desktop Services agreement.
5.4. Direct Deposit (“Direct Deposit Service(s)”)
5.4.1. Activating the Direct Deposit Service. In order
for you to access, sign up, and activate the Direct Deposit Service option you
must have an internet connection and a valid (i) license for a compatible and
currently supported version of the Software; (ii) active Subscription for
Payroll for Desktop Services; (iii) EIN; and (iv) a bank account capable of
processing ACH transactions and otherwise meeting the applicable requirements
set forth in Section 5.1.3.3, above. Forms and information to apply and/or
subscribe to the Direct Deposit Services are provided through the Software.
The Direct Deposit Service will begin after it is activated within the
Software and after we receive and process all the information requested during
sign up, including any credit card or bank account information. Information
you provide Intuit must be accurate and complete or direct deposits may not be
made, and we will be unable to perform the Direct Deposit Service for you. For
purposes of this Agreement, the Direct Deposit Service does not include or
apply to Software and Trial versions that do not include access to the Direct
Deposit Service.
5.4.2. Use and Restrictions
5.4.2.1. You may use the Direct Deposit Service only for
direct deposit payments to your employees or vendors (including 1099 vendors,
additional fees may apply) for payroll or ancillary Money Movement Services,
such as expense reimbursement. You may make such Payments by initiating
electronic withdrawals within the Software from Your Account. You may identify
other financial institutions in the future to fund the direct deposit payments
to your Payees. Under certain circumstances Intuit may use Debits to fund your
direct deposits. Debits will also be initiated to pay fees for the Direct
Deposit Service and any adjustments to those fees.
5.4.2.2. Optional special processing requests may be
available as part of the Direct Deposit Service for an additional charge.
Special processing fees may apply to some Payments Transactions.
5.4.3. Payor Responsibilities. You must send your
Payment Transaction prior to the applicable processing lead time stated within
the Direct Deposit Service or your Payment Transaction may not be processed.
Typically, Payments must be submitted at least 2 business days before the due
date, although standard submission timing can be 5 business days in advance.
We reserve the right to change these applicable processing lead times from
time to time, and you should refer to the lead times stated within the Direct
Deposit Service for the most up to date information. Debits will be charged to
Your Account one business banking day before the pay date of the applicable
Payment and you must have sufficient funds in Your Account to fulfill your
Transaction on that date. After that, no interest or earnings will accrue to
you and IPI will hold the money until the Payments are made. Once your
Payments are complete and submitted you may recall and resubmit them until we
send them through the ACH. You are solely responsible for verifying that all
Payments have been received and are accurate. You must keep any payroll,
vendor, tax or other records you need for reference, even though we may have
information about the Payments in our files.
5.4.4. Authorization and Agreement for Direct Payments (ACH
debits). You acknowledge and agree that (i) most Payment Transactions
will go through the Automated Clearing House or ACH; (ii) your Payment
Transactions will be governed by the NACHA Operating Rules; and (iii) the
origination of ACH transactions to Your Account must comply with the
provisions of U.S. law. You must indemnify and defend IPI and Intuit against
any claims or lawsuits, including attorneys’ fees that arise from or result
from your Payment Transactions. If we tell you that an account number or other
information concerning your Payment Transactions has changed, you must use
this corrected information to initiate future Payment Transactions. You
authorize IPI to initiate debit entries to Your Account and to debit the same
to such account, and to send Payment Transactions electronically or by any
other commercially accepted method to Your Account. You authorize and direct
the depository financial institution that holds Your Account to charge each
debit to Your Account and pay that amount to IPI, and to respond to inquiries
from Intuit regarding your information and Your Account. This authorization
will remain in full force and effect until IPI has received written
notification from you of its termination in such time and in such manner as to
afford IPI and the depository financial institution that holds Your Account a
reasonable opportunity to act on it.
5.4.5. Representations and Warranties. You represent and
warrant to us that (i) each person or entity to whom you send Payments has
authorized the Payments and any necessary adjustments to be applied to his,
her or its account; (ii) at the time any Payment is made you have no actual
knowledge that the authorization has been revoked or terminated; (iii) your
Payments comply with the laws that apply to them; (iv) that you have
authorization to make withdrawals to Your Account; and (v) that all the
information you provided to enter into the Agreement is true and correct.
5.4.6. Password Security. You create a user ID and/or
password to initiate Payment Transactions. You are the only person authorized
to use your user ID and/or password and for maintaining the confidentiality of
your user ID and/or password. You shall not permit or allow other persons to
have access to or use your user ID and/or password, except if you choose to
share your user ID and/or password with your agents. You are responsible for
the use of the Software and Direct Deposit Service under your user ID and/or
password. You authorize and direct IPI and all impacted financial institutions
to carry out all Payment Transactions initiated with your user ID and/or
password. If your password is compromised, you must change your password and
notify Intuit immediately to prevent unauthorized use of your account.
5.4.7. Your Account. We may refuse to process your Payment
Transaction if we reasonably believes that Your Account balance is
insufficient to cover the dollar amount of the Payment Transaction or for any
other reason we deem reasonable. If any amount debited against you is
dishonored or returned for any reason, such as, but not limited to,
non-sufficient funds, account closed, inability to locate account, or reversal
by you and/or your bank, we may: (i) reverse any corresponding credit issued
to us, you, your Payees or any other party without liability to you or any
other party; (ii) reverse direct deposit transactions; (iii) refuse to perform
further Services; (iv) apply any money currently held by IPI to any amount
owed to us by you; (v) charge you a one-time insufficient funds penalty fee;
(vi) report this information to any and all credit agencies and/or financial
institutions; and/or (vii) immediately terminate this Agreement. We may assess
and collect interest on any amounts due and unpaid 10 days after demand. If
further collection attempts are required, all of our collections costs,
including any costs associated with termination of this Agreement and
including but not limited to, attorney fees, where permitted by law, will be
charged to you. This section shall, to the extent applicable, survive the
termination of this Agreement.
5.4.8. General. If applicable, any sales, use or other
taxes payable on the Direct Deposit Service that we must pay will be collected
in the same way your fees are paid. If you (i) default in the payment of any
sum of money hereunder; (ii) default in the performance of any other
obligations under this Agreement; or (iii) commit an act of Bankruptcy or
become the subject of any proceeding under the Bankruptcy Act or become
insolvent, or if any substantial portion of your property becomes subject to
levy, seizure, assignment, application for sale for or by any creditor or
governmental agency, then Intuit may, at its option and upon written notice
thereof (x) terminate the Agreement; (y) declare all amounts owed immediately
due and payable; and/or (z) require you to deposit an amount equal to its
average future monthly or annual processing charges to prepay for any future
processing.
5.4.9. Termination and Amendment. For terms and
conditions relating to Direct Deposit Service termination, see Section 5.1.2.5
above and Section 14, below.
6. OTHER SERVICES, TOOLS, AND FEATURES
6.1. Other Intuit Offerings. Active Payroll for Desktop
Services subscribers may or may not have access to additional Intuit offerings
during the term of their Subscription on a when-and-if available basis. Any
additional Intuit offerings provided during the active Subscription cease
immediately when the active Subscription terminates.
6.2. Authorized Users; Online Communication and
Collaboration; Client Collaborator Tool
6.2.1. Authorized Users. You agree that granting
Authorized Users access to your Software data is voluntary and that you are
responsible for revoking any permissions to access your Software and Software
data from such Authorized Users.
6.2.2. Online Communication and Collaboration. You agree
that from time to time you and your Authorized Users may opt to use certain
tools available from within the software that facilitates online communication
and collaboration. Separate fees, terms and conditions may apply. You agree
that if you and your Authorized Users choose to use these online tools,
certain of your Software data may be uploaded to Intuit servers in order to
provide the online tool functionality to you.
6.2.3. Client Collaborator Tool. If you and your
accountant are using the Client Collaborator, you agree that the accountant
owns all the data in the Client Collaborator, and that Intuit will not make
the data contained in Client Collaborator available to you unless your
accountant agrees.
6.3. Beta Features. From time to time, Intuit in its
sole discretion, may extend (or otherwise include in or with the Software) the
opportunity for you to use or try new or updated Beta Features and to provide
feedback (fees may apply). You understand and agree that your use of the Beta
Features is voluntary and Intuit is not obligated to provide you with any Beta
Features. You understand that once you use the Beta Features, you may be
unable to revert back to the earlier non-beta version of the same or similar
feature. Additionally, if such reversion is possible, you may not be able to
return or restore data created within the Beta Feature back to the earlier
non-beta version. The Beta Features are provided on an “as is” basis and may
contain errors or inaccuracies that could cause failures, corruption or loss
of data and/or information from any connected device. You acknowledge and
agree that all use of the Beta Features is at your sole risk. Beta Features
may not be available to all users, or with or in all software editions or
countries.
6.4. Custom Form Designs. If you obtain any images from
Intuit to be used as background imagery for forms in the Software forms
customization feature (additional fees may apply), you understand and agree
that such designs may only be used with your QuickBooks forms. For example,
you are authorized to use these images on QuickBooks forms that you print or
email. You may also order matching business cards and other promotional print
items that Intuit offers. You may also customize QuickBooks forms with these
images on behalf of your clients who use QuickBooks. However, you may not
resell these images or use them for any other purposes, including use on third
party generated materials such as forms, web-based materials, or other custom
printed business identity products.
6.5. Data Files Transfer(s) to QuickBooks Online. If
available, you may have the option for a limited transfer of data files from
select versions of the Software to select versions of QBO (see materials and
documentation accompanying the Software for details). The Terms of Service for
QBO shall apply to both the transfer of the Software data files and your use
of QBO.
6.6. Data Transfer Feature
6.6.1. Using Applications and the Data Transfer
Feature. You may have the option to acquire or use Applications and to
authorize use of certain Data Transfer features, including via the Software,
for which additional fees may apply. Those Third Party Applications which may
be made available to you, including via the Software, are subject to the third
party’s terms and conditions, including their privacy policy. Intuit
Applications which may be made available to you are subject to the terms and
conditions that accompany that Intuit Application. Some Applications require
the use of or access to certain of your Software data. For purposes of this
Agreement, the Data Transfer does not apply to Software and Trial versions
that do not include access to the Data Transfer feature.
6.6.2. License You Grant By Use of Applications and the Data
Transfer Feature. Intuit may use (and provide to third parties) a service
for Data Transfer in order to, among other things, facilitate certain
interoperability, data integration, and data access between the Software and
the applicable Application. By signing up or by using any Third Party
Application, you agree that: (i) the Third Party Application provider may have
access to and use your applicable Software data to provide to you the
particular Third Party Application or related Services per the Third Party
Application terms and conditions; and (ii) the Third Party Application
provider may transfer your data from the Third Party Application to Intuit for
Intuit’s use per the terms of this Agreement. You grant Intuit all rights to
use your Software data as reasonably necessary to facilitate the Data Transfer
to Third Party Application providers and you acknowledge that Third Party
Application providers may be located in a country that does not have adequate
security controls to protect your Software data. Please carefully review the
Third Party Application terms and conditions. If you do not agree with the
terms and conditions of any Third Party Application, including Data Transfer,
you should not use or access the Third Party Application or permit it to have
access to your Software data. Please contact the Third Party Application
provider for technical issues with the Third Party Application or Data
Transfer to and from the Software and Third Party Application. If you want to
revoke your authorization to provide your Software data to a Third Party
Application, Intuit may provide a feature within the Software or on a website
for the Software to allow you to disable such third party access. You
acknowledge that turning off such access may affect an Application’s
functionality or features, and that, you remain liable to the Third Party
Application provider for any fees charged to you.
6.6.3. Intuit Has No Responsibility for Third Party
Applications or Related Data Transfers. You agree and acknowledge that
(i) Intuit has no control over any Third Party Applications; and (ii) Intuit
does not endorse or recommend Third Party Applications even if they are
marketed or distributed via our Software, Services, or other products or
websites, or otherwise associated with Intuit. You agree that the Third Party
Application providers, and not Intuit, are solely responsible for the Data
Transfer, the Third Party Application’s performance (including technical
support), the content on the Third Party Application provider’s website(s) and
their use or disclosure of your data. Intuit will not be liable for any
damages, claims or liabilities arising from the third parties or Third Party
Applications.
6.6.4. Use of Applications Must Comply with Applicable
Laws. You agree that you will (i) comply with all applicable laws,
regulation and ordinances; (ii) not use any Application in any manner that
would infringe or violate the rights of Intuit, any Third Party Application
provider, or other third party; and (iii) not use the Applications in any way
in furtherance of criminal, fraudulent or other unlawful activity.
6.6.5. Workers’ Compensation Pay-As-You-Go Service and Data
Transfer. You may be offered Workers’ Compensation Pay-As-You-Go service
provided by third parties such as an insurance carrier or its service
provider. To determine your eligibility to participate in this add-on service,
Intuit may share a limited amount of your information, such as FEIN, with
participating third parties, if you agree. The third parties’ use of your
information will be solely in connection with the Pay-As-You-Go service or
workers’ compensation insurance. No employee or payroll information will be
shared with the third party, until you register for this add-on service or
provide us or the third party your authorization to share your data.
Additional fees and terms may apply to the add-on service.
6.7. Income and Employment Verification Service. If you elect
to enroll in any of the subscription services within any Payroll Services that
offer income and employment verification service (“IEVS”), as available within
your product, in addition to the terms set forth above, the following
additional terms shall apply:
6.7.1 General. IEVS is powered by The Work Number® (“TWN”)
from TALX Corporation, a wholly owned subsidiary of Equifax, Inc., and a
provider of Equifax Workforce Solutions (“EWS”). You agree that the business
information and personal information provided in connection with the use of
Payroll Services, including income and employment information of your current
or former employees (collectively, “Verification Data”) may be shared with
EWS, as permitted in this Section 6, for disclosure to certain entities and
their agents (collectively, “Verifiers”). This will only happen in accordance
with the “Disclosure” section below. If you do not want this service for your
employees and/or if you do not want Verification Data to be shared with
Verifiers, you must update your preferences and opt out. This can be done at
any time by unchecking the “Income & Employment” box in your “Company
Preferences.”
6.7.2 Disclosure. The Verification Data will only be shared
with EWS upon request of your employees (or former employees) or in response
to a Verifier’s certified permissible request under the Fair Credit Reporting
Act (“FCRA”).
6.7.3 Data Accuracy: You agree that you will maintain
accurate and up to date Verification Data. You further agree that you will
cooperate with Intuit’s request to verify the accuracy of Verification Data
and or other information provided within Payroll Services.
6.8. Data Import. The Software may include a feature that
allows you to import, where applicable, certain information from eligible
third parties using the Intuit Interchange Format (IIF) or another data format
authorized by Intuit. You are responsible for verifying the accuracy of the
information that is imported. This functionality is limited to those data
types and formats that the Software can read. If the data type or format is
not supported, you may need to manually enter your data. You represent that
you have the necessary rights to permit any such data import from your third
parties. Third parties are not affiliated with or endorsed or sponsored by us.
6.9. Financial Institution Services
6.9.1. General. In connection with your use of the
Software and as part of the functionality of certain versions of the Software,
you may have access to certain online Services that may be made available by
your financial institution (“FI Services”), including online banking, online
payment, online investment account download, online bill pay, and online
trading. The Software is designed to allow you to access participating FI
Services (if and to the extent provided by your financial institutions) to set
up banking information and allow the Software to access your account(s) and
download transactions into the Software. You acknowledge and agree that Intuit
(i) has no control over the FI Services or access to the FI Services as may be
permitted by your financial institution(s); (ii) does not guarantee that you
will be able to use the Software with the FI Services; and (iii) will have no
liability whatsoever for any actions or inactions on the part of the financial
institutions resulting in your inability to use the Software to access your
accounts, obtain data, download transactions, or otherwise use or access the
FI Services.
6.9.2. Collection of Financial Institution Account
Data. You acknowledge that in accessing any FI Services through the
Software, your financial institution account access number(s), password(s),
security question(s) and answer(s), account number(s), login information, and
any other security or access information, and the actual data in your
account(s) with such financial institution(s) such as bank balances, credit
card charges, debits and deposits (collectively, “FI Account Data”), may be
collected and stored in the Software depending upon your financial institution
and type of account. You authorize Intuit, in conjunction with Intuit’s
operation of the Software for purposes of the Fi Services, to (i) collect your
FI Account Data; (ii) reformat and manipulate such FI Account Data; (iii)
create and provide hypertext links to your financial institutions; (iv) access
the financial institutions’ websites using your FI Account Data; and (v) take
such other actions as are reasonably necessary to perform the actions
described in (i) through (iv) in order for you to access the FI Services. You
hereby represent that you are the legal owner of your FI Account Data and that
you have the authority to appoint, and hereby expressly do appoint Intuit as
your agent with limited power of attorney to access and retrieve your FI
Account Data on your behalf.
6.9.3. Information from Financial Institutions’
Websites. You acknowledge and agree that (i) some financial institutions
may not allow the Software to access the FI Services; (ii) financial
institutions may make changes to their websites, with or without notice to us,
that may affect overall performance of the FI Services and prevent or delay
the FI Services from such websites; and (iii) the Software refreshes the
Software account data by collecting the FI Account Data automatically or
manually (depending on your financial institution or any changes by you that
may require updating), so your most recent transactions may not always be
reflected in any account balances or other account information presented to
you in the Software. If you see a discrepancy in the Software account data,
and in any case before making any transactions or decisions based on such
account information presented in the Software, you should check the last
refresh date for the account and confirm the FI Account Data and manually
updating such data as necessary.
6.10. Social Media Sites. As described above in Section
A.5.2, the Software may provide social features or opportunities for
experiences on social platforms such as Facebook®, Twitter®, and LinkedIn®
that enable or facilitate online sharing and collaboration or the ability to
exchange content, materials, and information amongst users of that social
platform and the public. Any content or materials you post, such as pictures,
information, opinions, or any personal information that you make available to
other participants on these social platforms, is subject to the Terms of Use
and Privacy Policies of those platforms. Please refer to those social media
platforms to better understand your rights and obligations with regard to such
content.
6.11 Payment Processing Services. If you choose from
within the Software to apply for and use Intuit Payment Solutions, LLC’s
payment processing services, you understand and agree to the most current
version of the Intuit Payment Merchant Agreement
6.12. QuickBooks Workforce / Employee Portal. As part of the
Payroll for Desktop Services, your employee(s) may choose to sign up for
QuickBooks Workforce (“Workforce”), which will allow them to view a limited
amount of your payroll data pertaining solely to their employment (e.g.,
paychecks, hours, time off). During employee onboarding, your employee(s) may
enter their personal, bank account, and Federal and/or state payroll
withholding information (collectively “Information”) or you may enter such
Information into your Payroll Services account for them. We may use the
Information to send an invitation to your employee(s) to create a Workforce
account. Your employee(s) must consent to electronically exchanging
Information through Workforce. Intuit is not responsible for any Information
submitted through Workforce or liable for any claims related to the amounts
withheld from paychecks. The information may also be shared in accordance with
this Agreement and Intuit’s Global Privacy Statement. You agree to the following:
6.12.1 Electronic Signature. If available, your employee(s) may
choose to, but are not obligated to, use the electronic signature service
provided (“E-Sign”), which will allow them to electronically sign and/or
certify that the Information submitted through Workforce is true, correct, and
complete to the best of their knowledge under penalty of perjury. Each time
your employee(s) choose to use E-Sign, the employee expressly (i) affirms that
he/she is able to access and view the Information he/she is electronically
signing in E-Sign; (ii) consents to conduct business electronically with
respect to the transaction contemplated; and (iii) agrees to the use of
electronic signatures. Enforceability of electronic signatures varies by
jurisdiction. Please consult with your professional advisor to determine
applicability to your situation. Intuit has no responsibility or liability
with respect to the content, validity, or enforceability of any electronic
signature, nor is it responsible or liable for any matters or disputes arising
from the submission of any of your employees’ Information through Workforce.
If required by local law, you are solely responsible for obtaining physical
documents containing your employees’ Information (e.g., W-4, state, or local
tax withholding forms), and Intuit has no responsibility or liability with
respect to such physical documents. Intuit makes no representations or
warranties regarding the validity or enforceability of electronic signatures
through Workforce.
6.12.2 Change in Preference. Your employee(s) may choose to change
their preference to manually sign and/or receive Information from
electronic to paper format, you must provide email or paper confirmation
regarding the employee(s) changed preference. This notice must include the
date by which the employee(s) will begin receiving paper format again. Intuit
has no responsibility or liability with respect to obtaining physical copies.
6.12.3 Termination of Employment. If your employee(s) is/are
terminated, whether voluntarily or involuntarily, their Information in
Workforce will be retained for as long as it is necessary for Intuit to comply
with its data retention requirements.
6.13 QuickBooks Desktop File Doctor Service. You may be able
use the QuickBooks Desktop File Doctor Service to capture certain financial
information which has become unusable, or if you desire to create a new data
file, subject to the terms set forth below. QuickBooks Desktop File Doctor
Service includes the following: Intuit Data Services; the File Doctor
Diagnostic Tool and Data Recovery Support and Password Removal. Separate fees,
additional terms and conditions may apply.
QuickBooks Desktop File Doctor Service is designed to help you to fix certain
types of file and/or data corruption, Windows setup problems, and network
setup problems and test your network, and help resolve network problems that
affect QuickBooks Desktop. Any access or use of QuickBooks Desktop File Doctor
Service from or with QuickBooks Desktop shall also be subject to and governed
by the terms of the End User License Agreement for QuickBooks Desktop
Software, applicable to your licensed version (the “QB Desktop EULA”) and is
also subject to Intuit’s discontinuation policy as described in the QuickBooks
Desktop EULA and also at https://quickbooks.intuit.com/learn-support/en-us/discontinue-products/quickbooks-desktop-service-discontinuation-policy-and-upgrade/00/185560.
If you select the Data File Transfer option, you acknowledge and agree that,
while the QuickBooks Desktop File Doctor Service can typically be performed
within the estimated times shown on the QuickBooks website, these times are
estimates and additional time may be needed by Intuit to complete the Services
depending on your specific needs with unusable data or a corrupted file, or
due to circumstances beyond our control.
Intuit will notify you by email or phone when the QuickBooks Desktop File
Doctor Service is complete and the Data files are deliverable, if any, and are
available for retrieval. You must retrieve any such Data files by downloading
them from the Intuit website within ten (10) business days or by any other
means Intuit makes available to you after notice of completion of the Services
is given. Intuit will not be responsible for and may delete any such files
after 10 days.
6.14. Intuit Data Protect Services.
6.14.1. Use with QuickBooks Desktop Software. If you are a licensed user of
Intuit’s QuickBooks® Desktop software (“QB Desktop”), the Intuit Data Protect
Services contains certain features and functionality that allow you to upload,
access and manage your data and other Content from within QB Desktop. Any
access or use of the Intuit Data Protect Services from or with QB Desktop may
be limited to only certain versions of the QB Desktop and shall also be
subject to and governed by the terms of this End User License Agreement.
Access or use of the Intuit Data Protect Services is also subject to Intuit’s
service discontinuation policy.
6.14.2. Uploaded Data; Content. You agree and acknowledge that you are solely
responsible for all data and other Content you upload to the Intuit Data
Protect Services. Intuit does not control the data or other Content stored
within users’ accounts and does not have any obligation to monitor such data
or Content for any purpose.
You acknowledge and agree that your account may be subject to limitations on
storage, and/or the quantity, size and format of the data or other Content
permitted for upload to the Intuit Data Protect Services. Intuit reserves the
right to change such limitations from time to time, and the changes will be
effective when posted on the Intuit Data Protect Services website or when we
notify you by other means.
When you upload data or other Content to the Intuit Data Protect Services,
please be advised that the Intuit Data Protect Services does not perform any
virus-checking or other scanning for harmful code and the original resolution
of your Content may be affected. You are solely responsible for any data or
Content that may be lost or unrecoverable through your use of the Intuit Data
Protect Services.
You acknowledge that Intuit and its licensees may display advertisements and
other information adjacent to or included with your data or Content on and
through the Intuit Data Protect Services.
You acknowledge that as an active subscriber to the Intuit Data Protect
Services you may be offered additional discounts, products and services at
Intuit’s discretion, when and if they become available.
6.14.3. Payment. Fees apply for the Intuit Data Protect Services and you will
be charged the applicable subscription fee on a recurring monthly or yearly
basis.
6.14.4. Upgrades/Downgrades. If you wish to upgrade to a higher tier Intuit
Data Protect Services subscription, or downgrade to a lower tier Services
subscription, please contact Intuit Support. Unless provided to you otherwise
refunds shall be as follows:
If you upgrade to a higher-priced tier, you will receive a pro-rated refund
for the remainder of the lower-tier subscription amount. You will then be
charged the higher-tier subscription amount to reflect the higher pricing of
your new higher-tier subscription. Your new subscription period will start on
the day of the new higher-tier subscription.
If you downgrade to a lower-priced tier, you will receive a pro-rated refund
for the remainder of the higher-tier subscription amount. You will then be
charged the entire lower-tier subscription amount to reflect the lower pricing
of your new lower-tier subscription. Your new subscription period will start
on the day of the new lower-tier subscription
If you subscribe to the Intuit Data Protect Services as part of a support or
bundle plan and were previously subscribed to the Intuit Data Protect Services
separately, you will not be entitled to a refund for the remainder of the
billing period for the separately purchased Service. No discounts will be
given on the bundled services for previous subscribers who purchased the
Service separately.
6.14.5 Cancellation. Upon cancellation, for a period of thirty (30) days, you
will be able to access the Intuit Data Protect Services, and only data and
other Content you uploaded to the Intuit Data Protect Services up to the end
of your subscription term, as specified in the product or product program
pages on http://www.intuit.com. After the thirty (30) days, you will not have
any access to the Intuit Data Protect Services, data and other Content you
uploaded. There are no refunds upon cancellation. Follow product instructions
to cancel your account.
7. ACQUIRING A PAYROLL FOR DESKTOP SERVICES SUBSCRIPTION
7.1. You Must Be a Licensed QuickBooks Desktop Software User
to Subscribe. Whether you purchased your Software license on a standalone or
Subscription basis (depending on your location and the purchase options
available to you), you may obtain a monthly or annual subscription to the
Payroll for Desktop Service at any time by going to the QuickBooks web site,
http://www.quickbooks.intuit.com/. You must be a licensed subscriber or
licensed user of the latest or applicable (currently supported or
non-discontinued) QuickBooks Desktop software version in order to use the
Payroll for Desktop Service. Restrictions, additional terms, and fees apply.
If you purchased a Subscription to QuickBooks Desktop Enterprise, the Payroll
for Desktop Service may be included depending on your choice of Subscription.
7.2. Use of Services May Require Acceptance of Additional
Terms. The Services, including but not limited to the Payroll for Desktop
Services or other Services, Applications, tools, features, and Subscriptions
may be accompanied by (and use or continued use subject to this Agreement and
your acceptance of) separate agreements, terms, and conditions, as well as
payment of any applicable fees.
7.3. Updates and Upgrades. For additional information
about Payroll for Desktop Service Updates, Upgrades, and eligibility see
Section 10 below.
8. PAYING FOR YOUR SUBSCRIPTION PLAN AND ANY
SERVICES. When you subscribe to a paid Subscription Plan or any Services,
you must have a valid credit card or a valid debit card with a Visa or
MasterCard logo (“Card”) or sufficient funds in an acceptable U.S. checking or
savings account to cover an electronic debit of the initial and monthly
Subscription fee to obtain (and to maintain uninterrupted) the applicable
Subscription. The information you provide must be accurate and complete. When
you subscribe and provide payment information, your Card or bank account will
be debited (initially), and will be thereafter automatically re-debited, at
the then current Subscription rate, at the beginning of each applicable
monthly, quarterly, or one-year Subscription Plan term (“Renewal Term”) to
maintain the applicable Subscription. You may notify us at any time to cancel
a Subscription. To help minimize the potential for unwanted Renewal Term
charges, you should notify us of your desire to cancel a Subscription Plan
prior to the beginning of the next Renewal Term.
9. WARRANTY DISCLAIMER
9.1. General. For general Software warranty disclaimers,
see Section A.7.1. Additional warranty disclaimers are provided below.
9.2. Payroll Tax Tables. YOU ASSUME FULL RESPONSIBILITY
FOR YOUR SELECTION OF THE TAX TABLE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE
PROPER INSTALLATION AND USE OF ANY TAX TABLE, AND FOR VERIFYING THE RESULTS
OBTAINED FROM USE OF THE TAX TABLES. INTUIT AND ITS SUPPLIERS DISCLAIM AND
EXCLUDE ANY TERM, REPRESENTATION, WARRANTY, OR CONDITION THAT ANY TAX TABLE OR
FUNCTIONS CONTAINED IN ANY TAX TABLE WILL MEET YOUR REQUIREMENTS, OR THAT THE
OPERATION OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.
9.3. Payroll for Desktop Services. YOU ASSUME FULL
RESPONSIBILITY FOR THE USE OF THE PAYROLL FOR DESKTOP SERVICES TO ACHIEVE YOUR
INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL FOR
DESKTOP SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL
FOR DESKTOP SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT,
INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL FOR DESKTOP
SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PAYROLL FOR
DESKTOP SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
10. RECEIVING SOFTWARE UPDATES; UPDATE AVAILABILITY AND
ELIGIBILITY FOR UPGRADE(S)
10.1. Receiving Software Updates. If and when you
connect to the internet and use the Software, Intuit may also include Updates
in the transmission or install programs you may have requested. Updates may
sometimes include bug fixes or other important or critical patches. You are
required to install all Updates promptly in order to ensure full functionality
of the QuickBooks Desktop software and we recommend that you turn on ‘auto
update’ to help ensure timely receipt of all such Updates. Additionally,
certain Updates may require you to Uninstall and re-Install the QuickBooks
Desktop software to continue your eligibility to receive all future updates,
including critical updates.
10.2. Update Availability and Eligibility for Upgrade Based
on Software License Type. In exchange for your continued compliance with
this Agreement, and any changes or modification to this Agreement made by
Intuit as described above in Section A.9., you shall have access to the
purchased Software or Subscription in accordance with the following
provisions:
10.2.1. Software Licensed on a Standalone Basis. If you
purchased your license for QuickBooks Desktop software by making a one-time,
upfront payment at retail or directly from Intuit and not under a
Subscription, you are entitled to receive: (i) access to the features of the
specific version of the QuickBooks Desktop software product and version
purchased; and (ii) Updates and Enhancements to the QuickBooks Desktop
software on a when-and-if available basis through the then-current support
discontinuation or end date for the particular QuickBooks Desktop software
version, which for QuickBooks Desktop 2018 is May 31, 2021 (see Section 13
below). Updates and Enhancements do not include future Upgrades to the
Software. Intuit’s obligations to you under this Section are contingent upon
you installing all Updates within 30 days after release or upon being notified
by Intuit or its representatives of their availability, whichever occurs
first. Software purchased on a separate standalone basis, including
eligibility for Updates and Enhancements, is subject to the terms of this
Agreement and the discontinuation policy and termination provisions in
Sections 13 and 14 below.
10.2.2. Software Licensed on a Subscription Basis. If
you purchased a Subscription based license for the Software, which generally
means that you will be paying for your use of the Software on a monthly or
annual basis then, so long as your Subscription remains active and so long as
Intuit is receiving the applicable payment from you, you are entitled to
receive as part of your active Subscription: (i) access to the features of the
Software subscribed to by you; (ii) Updates and Enhancements on a when-and-if
available basis; (iii) certain additional products, add-ons or other Services,
and/or discounts generally provided by Intuit to all subscribers, when-and-if
they should be made available to you (such products, add-ons or other Services
may be accompanied by, and use subject to, additional terms, conditions, and
fees); and (iv) for subscribers under certain qualifying Subscriptions only,
the right to receive new releases (i.e., Upgrades) of the Software when-and-if
they are available (also referred to in this Agreement as “Version
Protection”). Software licensed on a Subscription basis is eligible for
Updates and Enhancements only during the active Subscription period. Neither
Updates nor Enhancements include future Upgrades to the Software. Upgrades are
only offered on a when-and-if available basis and only to active subscribers
under certain qualifying Subscriptions. If you are entitled to receive an
Upgrade under an active qualifying Subscription, you may be required to accept
different or additional software license terms and conditions as provided.
Additionally, if you have purchased a Subscription that includes support, or
if you have subscribed to a separate support Services plan, you will also be
entitled to receive support Services as described in Section 12 below. If the
term of your Software, Services, or other Subscription expires or is
terminated for any reason, you will no longer be authorized to receive or
install such Updates and Enhancements and you will no longer be entitled to
receive Upgrades.
10.2.3. QuickBooks Desktop Enterprise Solutions, QuickBooks
Desktop Enterprise Subscription Plan, QuickBooks Desktop Pro Plus, and
QuickBooks Desktop Premier Plus Subscriptions (or other released versions).
During your active Subscription term, you are entitled to the applicable
QuickBooks Desktop Software, Enhancements, Updates, and Upgrades to the
Software, when-and-if they are available. When your Subscription terminates or
lapses, you will lose your license to use the QuickBooks Desktop Software.
Though you will no longer have access to the Software and all related
Services, you will retain access to your company data file stored on your
device, which can be reinstated to a readable QuickBooks Desktop format upon
reactivation of your Subscription or with the purchase of a license to the
Software.
10.2.4. ProAdvisor Deluxe and Premium and QuickBooks
Accountant Desktop Plus Subscription. During your active Subscription term,
you are entitled to the applicable QuickBooks Desktop Software, Enhancements,
Updates, and Upgrades to the Software, when-and-if they are available. When
your Subscription terminates or lapses, you will retain your license to use
the QuickBooks Desktop Software, as well as Enhancements and Updates
when-and-if they are available, but will no longer be entitled to Upgrades.
10.2.5. Enhanced Payroll Plus and Assisted Payroll Plus
Subscription. During your active Subscription term, you are entitled to
Payroll for Desktop Services, the applicable QuickBooks Desktop Software,
Enhancements, Updates, and Upgrades to the Software, when-and-if they are
available. When your Subscription terminates or lapses, you will retain your
license to use the QuickBooks Desktop Software, as well as Enhancements and
Updates when-and-if they are available, but will no longer be entitled to
Upgrades nor have access to the Payroll for Desktop Services.
10.2.6. Payroll for Desktop Services. All Payroll for Desktop
Services interoperate only with compatible, supported versions of the
Software; so from time to time you may need to install Software Updates (or
allow Intuit to install them electronically) or purchase and install Software
Upgrades to be able to continue using the applicable Payroll for Desktop
Service.
11. DELIVERY OF SOFTWARE ELECTRONICALLY OR VIA PHYSICAL
MEDIA. As determined by Intuit in its sole discretion, the Software,
Subscription, and related Services may be provided via physical media (e.g.
DVD) and/or electronically via the internet. You may be charged an additional
fee if Intuit makes the Software, Subscription, or Services available
electronically and via physical media, or different media form or format (some
of which could be fee-based) and you choose physical media or otherwise choose
the form or format which is identified as having an additional fee. Any
software that is delivered by electronic transmission (regardless of whether a
replacement copy is ordered) will be deemed delivered on the date that Intuit
makes such program available for download. It is your sole responsibility to
establish and maintain in good working order adequate internet access in order
to receive the Software, Subscription, or related Services, if applicable, as
well as the computer via which you will access or use any of these.
12. HELP AND SUPPORT
12.1. Support Services. Support Services are technical
assistance and customer service provided by Intuit in connection with
Software, Services, or Subscriptions using various means, including
in-product, internet, chat, e-mail, and telephone, some of which may require
payment of additional fee(s). The terms and conditions governing the offering
or provision of support Services are subject to change as may be announced by
Intuit from time to time. Please consult the QuickBooks support website
(currently accessible at,
https://community.intuit.com/products/quickbooks-help-en-us) for the most
up-to-date information relating to support and any associated fees, as well as
Updates to the Software. By using QuickBooks support Services, you authorize
Intuit to collect certain company data files in order to provide you with a
better customer support experience.
12.2. Support Services Fees. Only subscribers with
(active, paid accounts in good standing and) specified Subscriptions and an
included or paid support plan have access to the support Services. If you
purchased a Software license on a standalone basis by making a one-time
payment, or if your particular Subscription plan does not include support, you
will have to pay a fee to access the support Services. Availability and access
to all Services, including Support Services for your Software, is subject to
the then-current Intuit discontinuation policy applicable to your particular
Software version (see below).
13. DISCONTINUATION POLICY AND END OF SOFTWARE SUPPORT
13.1. Discontinuation Policy; Software Support End-Date;
Non-Supported System Requirements, Services, or Software
13.1.1. Discontinuation Policy (Software
End-of-Life). The Intuit Software is subject to Intuit’s discontinuation
policy and Intuit reserves the right to discontinue all support for the Intuit
Software, and/or for any features, online or other Services or content
accessible through the Intuit Software in accordance with its current
discontinuation policy. If the Intuit Software offers Services that require a
connection to an Intuit server (including internet-based Services), such as
downloading financial data from a participating bank, credit union, credit
card, brokerage, mutual fund accounts, online bill paying, and downloading
stock/fund quotes and news, such Services may expire in accordance with
Intuit’s current discontinuation policy. Once an Intuit Software version or
its support is discontinued, no replacement CDs or future support or Updates,
will be provided or made available by Intuit for that particular Software
version. You understand that discontinued Software versions (i.e., Software
versions for which support and Updates are no longer provided) may in the
future be vulnerable to un-patched issues, including bugs, security, and other
risks, and that Intuit is not responsible for your continued use of such
Software.
13.1.2. Intuit Software Support Discontinuation or
End-Date. Subject to Intuit’s discontinuation policy and notwithstanding
any Subscription terms provided separately, Intuit will provide support for
QuickBooks Desktop software until the then-current support discontinuation or
end date for the particular QuickBooks Desktop software version, which for
QuickBooks Desktop 2020 is until May 31, 2023. More information about the
discontinuation policy relating to the Software is available at
https://quickbooks.intuit.com/learn-support/en-us/discontinue-products/quickbooks-desktop-service-discontinuation-policy-and-upgrade/00/185560.
13.1.3. Non-Supported System Requirements, Services, or
Software (i.e., no longer supported by their third party providers). System
requirements and operating environments for use of the Software as designed,
including currently-supported operating systems, database engines, browsers
and other technical components are available on the website for the Software.
Notwithstanding anything above to the contrary, Intuit will not provide (and
is not in any way liable to you for) Software support for Services, software,
or system requirements or operating environments, including any operating
system, database server or browser version, or other technical component, that
is unsupported by its originating third party provider. In the event that any
currently-supported Services, software, system requirement or operating
environment, or other technical component is discontinued or no longer
supported by its provider, Intuit will likewise discontinue its Software
support for that particular Service, software, system requirement, operating
environment or system, database server or browser version, or other technical
component.
14. TERMINATION
14.1. General. Support for the Software will be
discontinued or terminated as described above in Section B.13. Your rights to
use the Software, including your access to and use of any Services or
Subscription, may be terminated by Intuit immediately and without notice in
accordance with the termination provisions of this Agreement, including those
above in Section A.10., or in this section B.14, if at any time you fail to
comply with any term or condition of this Agreement.
14.2. Payroll for Desktop Service
14.2.1. Your rights to any Payroll for Desktop Services
Subscription may be terminated by Intuit if Intuit is unable to debit your
payment method in accordance with this Agreement, Intuit will not provide
refunds for any Payroll for Desktop Services outside of the 60-Day
Satisfaction Guarantee period described in Section 15 below. Intuit has the
right to change or add to the terms or conditions of any Payroll for Desktop
Service or Subscription Plan at any time (provided that it is not Intuit’s
intent that such change substantially affect the license rights granted to you
and for which consideration was paid by you), and to change the method of
delivering or accessing the Payroll for Desktop Service and/or the
Subscription fee, and to change, delete, discontinue or impose conditions on
any feature or aspect of the Payroll for Desktop Service. In this event you
will receive notice of such change, typically via email or on
www.quickbooks.com. For the latest version of the terms or conditions of the
applicable Payroll for Desktop Service, go to www.payroll.com, or such other
site designated by Intuit.
14.2.2. In addition to termination of your rights as
described above, you understand that if you subscribe and use any Payroll for
Desktop Service to process payroll fraudulently, Intuit will share your name
and other information we collect with similar payroll processors in an attempt
to collect outstanding amounts you owe to Intuit and other payroll processors.
14.3. Assisted Payroll for Desktop Service. Intuit has
the right to change or add to the terms or conditions of Assisted Payroll at
any time (provided that it is not Intuit’s intent that such change
substantially affect the license rights granted to you and for which
consideration was paid by you), and to change the method of delivering or
accessing Assisted Payroll and/or the Subscription fee and to change, delete,
discontinue or impose conditions on any feature or aspect of the Assisted
Payroll for Desktop Service.
14.4. Direct Deposit Service. Your access to and use of
the Direct Deposit Service may be terminated by Intuit in accordance with the
termination provisions of this Agreement. You may terminate your use of the
Direct Deposit Service by notifying us that you no longer wish to use the
Direct Deposit Service. Access to the Direct Deposit Service will remain in
effect until we have a reasonable opportunity to act on the notice. If you
terminate the Direct Deposit Service, no fees you have paid will be refunded,
if applicable.
15. 60-DAY SATISFACTION GUARANTEE
15.1. General. If within 60 days of purchase, you are
not satisfied with the Software and you purchased the Software from a retail
store, you may uninstall and delete all copies of the Software from your
computer(s) and return it within 60 days of purchase to the store where you
purchased your license with a dated receipt for a full refund. If the store is
unable or unwilling to issue a refund or if you obtained the Software directly
from Intuit, you may uninstall and delete all copies of the Software and
return the Software with a dated receipt or packing slip within 60 days of
purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004,
Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110
Hidden Lake Circle, Duncan, SC 29334. If you obtained the Software directly
from Intuit via an internet download, you may submit a written request to
Intuit including your name, contact and product order information to Intuit
Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. If the
Software was pre-installed on your computer when you bought it, or if DVDs
came packaged with your computer at no extra charge, follow the manufacturer’s
applicable return policy. If you obtained the Software by downloading it on
your computer, contact the provider of the download site. Intuit will not
provide refunds outside the 60-Day Satisfaction period.
15.2. Payroll for Desktop Service. If you are not
satisfied with the Basic or Enhanced Payroll Subscription and you purchased
the Subscription from a retail store, you may uninstall and delete all copies
of the Software from your computer(s) and return it within 60 days of purchase
to the store where you purchased your license with a dated receipt for a full
refund of the purchase price. If the store is unable or unwilling to issue a
refund or if you obtained the Subscription directly from Intuit, you may
uninstall and delete all copies of the Software and return the Software with a
dated receipt or packing slip within 60 days of purchase via U.S. mail to
Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004, or
via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC
29334. If you obtained the Subscription directly from Intuit via an internet
download, you may submit a written request to Intuit including your name,
contact and product order information to Intuit Inc., Returns Department, PO
Box 19004, Greenville, SC 29602-9004.
15.3. Assisted Payroll for Desktop Service. If you are
not satisfied with the Assisted Payroll Subscription and you obtained the
Subscription directly from Intuit, you may uninstall and delete all copies of
the Software and return the Software with a dated receipt or packing slip
within 60 days from submission of your first payroll for a full refund of your
sign-up fee and transaction fees via U.S. mail to Intuit Inc., Returns
Department, PO Box 19004, Greenville, SC 29602-9004, or via UPS to Intuit
Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. If you
obtained the Subscription directly from Intuit via an internet download, you
may submit a written request to Intuit including your name, contact and
product order information to Intuit Inc., Returns Department, PO Box 19004,
Greenville, SC 29602-9004.
16. LIMITED WARRANTY
16.1. Tax Tables. Intuit warrants that the tax table(s),
if and when made available by Intuit, will operate substantially as described
in the related documentation. The tax table is designed to provide you with
information only and you understand and agree that Intuit is not engaged in
rendering legal, accounting or other professional advice or services. If legal
advice or other expert assistance is required, you should seek the service of
a competent professional. It is your responsibility to be knowledgeable of tax
table changes that affect you and to ensure that you follow these changes by
law.
16.2. If the DVD is Defective within 60 Days of
Shipment. If the DVD on which the Software is stored is defective, then
return the DVD to Intuit Inc., Returns Department, PO Box 19004, Greenville,
SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase,
within 60 days of purchase) with a dated receipt or packing slip, and a
replacement DVD will be mailed to you.
16.3. If the DVD is Defective More than 60 Days after
Purchase. If more than 60 days has elapsed from the purchase date and the
DVD is defective and you would like a replacement while that version is still
commercially available, you may obtain a replacement by sending your defective
DVD and a check for the applicable amount published by Intuit (additional fees
may apply per replacement), plus applicable taxes, to Intuit at the address
listed in Section 16.2 above. For all orders shipped within the U.S., please
add all applicable shipping and handling charges, state and local sales tax as
well as tax on shipping and handling based on your shipping address.
16.4. If the DVD or Software Included or Pre-Installed with
Your Purchased Computer is Defective or Functioning Improperly. If the
Software was pre-installed on your computer when you bought it, or if DVDs
came packaged with your computer at no extra charge, and the Software is
defective or was installed improperly, you may obtain replacement DVDs from
the company that manufactured your computer, at its option, by sending your
request stating the nature of the problem, plus a copy of your dated receipt
for the computer on which the Software was installed, to the manufacturer of
the computer.
16.5. If You Obtained the Software By Download. If you
obtained the Software by downloading it on your computer and the Software
installed improperly, contact the provider of the download site.
17. INTUIT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE
REMEDIES. SECTION A.8., AND SECTION B.15. AND B.16. OF THIS AGREEMENT SET
FORTH INTUIT’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE
EVENT OF YOUR DISSATISFACTION WITH THE SUBSCRIPTION, THE SOFTWARE, DEFECTIVE
DVDS OR APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT
SERVICE PROVIDED AS PART OF OR IN CONNECTION WITH THE SUBSCRIPTION OR THE
SOFTWARE.
18. NO ADVICE. As stated in Section A.6.1., Intuit does
not give professional advice. Neither the Software, nor any Services or
Subscriptions (including but not limited to any Payroll for Desktop Services,
Assisted Payroll for Desktop Services, Direct Deposit Services, tax tables, or
other Services, features, or offerings) provided or made available to you by
Intuit or otherwise accessible for your use in, through, or in connection with
the Software, include or facilitate access to the internet for connecting to
any Service or otherwise, and neither furnishes or constitutes legal or
professional services or advice, advice of deductions or direct deposit to
Payees, or advice or information regarding any selected tax table or local,
governmental, or other taxes.
19. HEALTH INFORMATION AND PRIVACY. If you intend to use
the Software, related Services and content in conjunction with the medical or
health information of particular individuals, you acknowledge and agree that
the Software, related Services and content are not HIPAA-ready or
HIPAA-compliant and will not assist with or ensure compliance with HIPAA, and
that you are solely responsible for using the Software, related Services and
content in a manner consistent with all applicable federal and state privacy
laws relating to medical or health information.
20. THIRD PARTY NOTICES
20.1. QlikTech Terms. If you are a QuickBooks Desktop
Enterprise solutions customer, and subscribe to the Advanced Reports Service
(additional fees may apply), the following terms apply:
20.1.1. User acknowledges that the Software contains or
incorporates proprietary software owned by QlikTech and its affiliates
(“QlikView Products”). User is expressly prohibited from using the QlikView
Products in any way other than integrated with the data structures of the OEM
Product. User has no license or any other right to the QlikView Products, and
may under no circumstances whatsoever use the QlikView Products independently
or separated from the OEM Product. QlikTech and its affiliates are third party
beneficiaries of this Agreement and may enforce the applicable terms and
conditions of this Agreement.
20.1.2. User may only use the QlikView Products for its own
internal purposes in accordance with the terms of this Agreement. User shall
not, directly or indirectly: (i) sell, rent, sublicense, publish, display,
loan, distribute or lease the QlikView Products; (ii) transfer to any other
person or entity any of its rights to use the QlikView Products except as
expressly permitted hereunder; (iii) reverse engineer, decompile, disassemble,
modify, translate, make any attempt to discover the source code of the
QlikView Products or underlying ideas or algorithms of the QlikView Products
or any software contained therein, or create derivative works from the
QlikView Products unless explicitly permitted by applicable and mandatory law;
(iii) remove, delete or modify any copyright notices or any other proprietary
notices or legends on, in or from the QlikView Products; or (iv) use the
QlikView Products in any manner not authorized by this Agreement.
20.1.3. QlikTech and its affiliates, or their respective
suppliers or licensors where applicable, own and retain all right, title and
interest in and to the QlikView Products, and their respective patents,
trademarks (registered or unregistered), trade names, service marks, logos,
designs, copyrights, trade secrets and confidential information. User does not
acquire any right, title or interest in or to the QlikView Products or any
intellectual proprietary rights contained therein.
20.1.4. User agrees to (i) comply with all applicable local,
state, national and foreign laws and regulations in connection with User’s use
of the QlikView Products, including those related to data privacy, copyright,
export control and the transmission of technical or personal data; and (ii)
use reasonable security precautions for providing access to the QlikView
Products by its employees or other individuals to whom User provides access
and to prevent unauthorized access to use of the QlikView Products. User is
fully responsible for all data it introduces into the QlikView Products,
including but not limited to adequate protection and backup, and none of
Intuit, QlikTech or their respective affiliates shall have any obligation or
liability with respect thereto.
20.1.5. Individual software components, each of which has its
own copyright and its own applicable license conditions (“QlikView Third Party
Software”) may be distributed, embedded, or bundled with the QlikView
Products. Such QlikView Third Party Software is separately licensed by its
copyright holder. Use of the QlikView Third Party Software must be in
accordance with its license terms available at
http://www.qlik.com/us/info/software-ula?ga-link=footer. No representations,
warranties or other commitments of any kind are made regarding such Third
Party Software.
20.1.6. Your rights to access/use the QlikView Products shall
be immediately terminated upon your breach of any of the terms of this
Section.
© 2021 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
Rev August 2021