INTUIT TERMS OF SERVICE
A. INTUIT GENERAL TERMS OF SERVICE. Thank you for selecting the Services offered by Intuit Inc. or its Affiliates (referred to as "Intuit", "we", "our", or "us") on this website. Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.
1. AGREEMENT
1.1
This Agreement describes the terms governing your use of the Intuit online
services provided to you on this website, including content, updates and new
releases, (collectively, the "Services"). It includes by reference:
1.2
An "Affiliate" means all Intuit companies and subsidiaries that
directly or indirectly, control or are controlled by Intuit, or are under the
common control with Intuit. As used in this Agreement, control means equity
ownership of fifty percent (50%) or greater interest in the voting shares held
by an entity.
2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS
2.1
The Services are protected by copyright, trade secret, and other intellectual
property laws. You are only granted the right to use the Services, and Intuit
reserves all rights of ownership in the Services not granted to you in writing
here. As long as you meet any applicable payment obligations and comply with
this Agreement, Intuit grants to you a personal, limited, nonexclusive,
nontransferable right to use the Services that is valid only for the period of
use provided in the ordering and activation terms, and only for the purposes
described by Intuit on the website for the Services.
2.2 You agree not to use the Services or content on this website in a manner
that violates any applicable law, regulation or this Agreement. For example,
unless authorized by Intuit in writing, you agree you will not:
If
you violate any of these terms, this Agreement and your right to use the
Services may be terminated by Intuit in its sole discretion.
3. PAYMENT. For
Services offered 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 on the website for the Services:
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 Services.
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 and refuse any use of the
Services.
d.
Intuit will automatically renew your monthly or annual Services at
the current rates, unless the Services are cancelled or terminated under this
Agreement.
e.
Additional cancellation or renewal terms may be provided to you on
the website for the Services.
4. TRIAL
PERIOD. If you registered for a
trial use of the Services ("Trial Period"), you must decide to
purchase the Services within the Trial Period in order to retain any Content
(defined in Section 6) that you have posted or uploaded during the Trial
Period. If you do not purchase the Services or products by the end of the Trial
Period, your Content will no longer be available to you. To be very clear, after
using the Services or product during the trial period, if you decide not to
purchase the full version of the Services, you will not be able to access or
retrieve any of the data you added/created during the trial.
5. YOUR PRIVACY AND PERSONAL INFORMATION.
You can view IntuitÕs Privacy Statement on the Intuit website, or via a link on
the website for the Services you have selected. You agree to be bound by the
applicable Intuit Privacy Statement, subject to change in accordance with its
terms. Most importantly, you agree:
į To Intuit maintaining
your data according to the Intuit Privacy Statement, as part of the Services.
į To give Intuit permission
to aggregate your non-personally identifiable data which you enter or upload
with that of other users of the Service. By way of example, this means that
Intuit may use that aggregated data to improve services, design promotions, or
provide ways for you to compare business practices with other users.
Intuit
is a global company and may access or store personal information in multiple
countries, including countries outside of the European Union that may be deemed
to have inadequate protections by European Union Data Protection Authorities.
When you agree to these Terms of Service, you agree to this practice
6. CONTENT
6.1 You are responsible for your
content. You are legally responsible for all information, data,
text, software, music, sound, photographs, graphics, video, messages or other
materials ("Content") uploaded, posted or stored through your use of
the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license
to host and use the Content in order to provide you with the Services. You agree
not use the Services for any illegal purpose or in violation of any applicable
local, state, federal or international law. You are encouraged to archive your
Content regularly and frequently. You are responsible for any Content that may
be lost or unrecoverable through your use of the Services. You must provide all
required and appropriate warnings, information and disclosure. You agree that
you will not use the Services to share, store, or in any way distribute
financial data that is not in accordance with the law. Any users suspected of
having information which involves fraud, embezzlement, money laundering,
insider trading, support for terrorism, or any other activity proscribed by law
may have their accounts terminated, their financial data erased, and they also
may be reported to law enforcement officials in the appropriate jurisdictions.
Intuit is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to,
publish, reproduce, engage in or transmit any of the following, including but
not limited to:
a.
Illegal, fraudulent, libelous, 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 or constitute an attack or
"flaming" others, or criminal or civil liability under any local,
state, federal or foreign law;
b.
Content or data that would impersonate someone else or falsely
represent your identity or qualifications, or that constitutes a breach of any
individualÕs privacy, including posting images about children or any third
party without their consent (or a parent's consent in the case of a minor);
c.
Except as otherwise permitted by Intuit in writing,
advertisements, solicitations, investment opportunities, 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 may be protected by copyright or other proprietary right, or derivative
works, without permission from the copyright owner or intellectual property
rights owner.
6.2 Community forums.
The Services may include a community forum to exchange information with other
users of the Services and the public. Please use respect when you interact with
other users. Intuit does not support and is not responsible for the accuracy of
othersÕ content in these community forums. Do not reveal information in the
community forum that you do not want to make public. Users may post hypertext
links to content hosted and maintained by third parties for which Intuit is not
responsible.
6.3 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
Services, other products or services, advertising or marketing materials. You
grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable,
fully paid-up, royalty free license to use the feedback you provide to Intuit
in any way. Intuit will not sell, publish or share your feedback in a way that
could identify you without your explicit permission.
6.4 Intuit may monitor your content
from time to time. Intuit may, but has no obligation to,
monitor content on the Services. We may disclose any information necessary or
appropriate to satisfy our legal obligations, protect Intuit or its customers,
or operate the Services 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.
7. ADDITIONAL TERMS YOU AGREE TO
7.1 Intuit does not give professional
advice. Intuit is not in the business of providing legal,
financial, accounting, health care, real estate or other professional services
or advice. Consult the services of a competent professional when you need this
type of assistance.
7.2 Intuit Services. You may be offered other services,
features, products, applications, online communities, or promotions provided by
Intuit ("Intuit Services"). If you decide to use any of these Intuit
Services or products, additional terms and conditions and separate fees may
apply. You acknowledge that in accessing some Intuit Services you may upload or
enter data such as names, addresses and phone numbers, purchases, and other
data to the Internet. You grant Intuit permission to use information you
provide and about your experience so that we can provide the Intuit Services to
you, monitor and analyze your use of the services, maintain and update your
data, and address errors or service interruptions. We may use this data to
improve services, enhance future services, identify potentially relevant
offers, and produce anonymous research data. You grant Intuit permission to combine
the data you have entered or uploaded with that of others in a way that does
not identify you or any individual personally. You also grant Intuit permission
to share or publish summary results relating to such research data and to
distribute or license such data to third parties.
7.3
We may tell you about third party
products or services. Subject to the Intuit Privacy Statement, Intuit may offer
products and services on behalf of third parties who are not affiliated
with Intuit ("Third Party Products") or the Services may contain
links to third party websites ("Third Party Sites").You agree that Intuit
can use your contact information, including name and address, for the purpose
of offering these products to you in accordance with your stated Intuit contact
preferences. If you decide to use any Third Party Products or access any Third
Party Sites, you are responsible for reviewing the third partyÕs separate
product terms, website terms and privacy policies. You agree that the third
parties, and not Intuit, are responsible for their productÕs performance and
the content on their websites. Intuit is not affiliated with these Third Party
Products or Third Party Sites and has no liability for them
7.4 Communications choices.
Intuit may be required by law to send you communications about the Services or
Third Party Products. You agree
that Intuit may send these communications to you via email or by posting them
on one of our sponsored websites. We may also send business communications such
as confirmations or notices, that
will be delivered to you via email or posted on our websites. You are required to receive these
communications. You can choose not to receive some types of communication, such
as marketing. Please review the
Privacy Statement or follow instructions on the communication.
7.5
You will track your passwords and
accept updates. You are responsible for securely managing your
password(s) for access to the Services. If you become aware of any unauthorized
access to your Services account, theft or loss of your password, you agree to
contact Intuit as soon as possible. The Services may periodically be updated
with tools, utilities, improvements, third party applications, or general
updates to improve and enhance the features and performance of the Services.
You agree to receive these updates automatically as part of the Services.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN
RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS
IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS
AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS,
DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS")
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE
SERVICES ARE 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 SERVICES.
INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE
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.
8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR
WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH
ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS
NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT
OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY
RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH
APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND
INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL
MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU
PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.
SUBJECT TO APPLICABLE LAW, INTUIT AND 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 SERVICES 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 Services 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.
10. CHANGES TO THIS AGREEMENT OR THE
SERVICES. We may change this Agreement from time to time, and
the changes will be effective when posted on our website for the Services or
when we notify you by other means. Please review the Agreement periodically on
this website for changes. We have the right to change any of the terms of this
Agreement upon reasonable notice to you. We may also change or discontinue the
Services, in whole or in part, including but not limited to, the Internet based
services, pricing, technical support options, and other product-related
policies. Your continued use of the Services after Intuit posts or otherwise
notifies you of any changes, indicates your agreement to the changes.
11. TERMINATION. Intuit
may immediately and without notice terminate this Agreement or suspend the
Services provided to you, if you fail to comply with these terms or if you no
longer agree to receive electronic communications (see Section 7.4). Upon
termination you must immediately stop using the Services and any outstanding
payments will become due. Any termination of this Agreement shall not affect
IntuitÕs rights to any payments due to it. Intuit may terminate a free account at
any time. Other requirements regarding termination or cancellation of the
Services may apply based on the specific ordering terms for the Services
provided to you. Sections 1.2, 5, 8 through 15 will survive and remain in
effect even if the Agreement is terminated, cancelled or rescinded.
12. EXPORT RESTRICTIONS.
You acknowledge that this website, the Services, and the underlying software
may include U.S. technical data subject to restrictions under export control
laws and regulations administered by the United States government. You agree
that you will comply with these laws and regulations, and will not export or
re-export the Services, or any part of the Services, in violation of these laws
and regulations, directly or indirectly. You also agree not to provide access
to any part of the Services to anyone who you have reason to know may use the
Services in the development of nuclear, chemical, or biological weapons.
13. GOVERNING LAW AND JURISDICTION.
California state law governs this Agreement without regard to its conflicts of
laws provisions. To resolve any legal dispute arising from this Agreement, you
and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara
County, California U.S.A. or federal court for the Northern District of
California. Intuit does not represent that information on the website for the
Services is appropriate or available for use in all countries. Intuit prohibits
accessing materials from countries or states where contents are illegal. You
are accessing this website on your own initiative and you are responsible for
compliance with all applicable laws.
14. LANGUAGE. Any
translation of this Agreement is done for local requirements and in the event
of a dispute between the English and any non-English version, the English
version of this Agreement shall govern. The parties hereby confirm that they
have requested that this Agreement and all related documents be drafted in
English. Les parties ont exigˇ que le prˇsent contrat
et tous les documents connexes soient rˇdigˇs en anglais.
15.
GENERAL. This Agreement is the entire agreement between you and Intuit and
replaces all prior understandings, communications and agreements, oral or
written, regarding its subject matter. This Agreement may be modified only by a
written amendment signed by the parties or as provided in this Agreement in
Section 10 above. 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 the prior written approval of
Intuit. However, Intuit may assign or transfer it without your consent to (a)
an Affiliate, (b) another company through a sale of assets by Intuit or (c) a
successor by merger. Any assignment in violation of this Section shall be void.
If you want to request a transfer of this Agreement or if your company is
acquired by or merged into another company, contact Intuit via an email to:
transfer_license@intuit.com.
February 2011
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.
1. INTUIT DATA SERVICES ("Services").
1.1 USE LIMITATIONS.
IMPORTANT NOTICE. IF YOU ARE
USING THE INTUIT SERVICES , THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE
GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined
below have the meanings provided in the General Terms of Service.
1.2 RECITALS
A. Intuit
manufactures personal and small business finance software ("Program")
that enables Customers to capture their financial information by electronic
means.
B.
Customer has captured financial information ("Data") by use of such
Program and the Customer Data has become unusable, or customer desires Intuit
to create a new data file. Customer desires to have Intuit, and Intuit has
agreed, subject to the terms set forth below, to provide certain support and
services in regard to the Data.
2. DEFINITIONS
2.1
"Services" means the support provided by Intuit in accordance with
the terms of this Agreement. Services include one of the following: Intuit Data
Services; the Intuit Diagnostic Tool; Data Recovery; Diagnostic Tool, Password
Removal; Windows to Macintosh Data Conversion; or QuickStart.
2.2
"Data Recovery" means support provided by Intuit to recover
information from your damaged Data files.
2.3
"Password Removal" means support provided by Intuit to remove a
password from Your Data when You are no longer able to access Your Data,
generally due to a forgotten password.
2.4
"Windows to Macintosh Data Conversion", or "Conversion"
means support provided by Intuit to change Your Data, created in QuickBooks for
Windows, to be readable in a supported QuickBooks for Macintosh version.
2.5
"QuickStart" means a service by Intuit that provides a data file for
use with QuickBooks Software. You understand and agree that the availability of
the QuickStart Service is limited to sixty (60) days from the initial
consultation date of the QuickStart Service and that you must send to Intuit your
company setup information as soon as possible after the initial consultation of
the QuickStart Service, preferably within five (5) days, and in any event no
later than thirty (30) days of the initial QuickStart consultation. In the
event Intuit requires additional information, you agree to respond to questions
within two (2) business days. The QuickStart Services do not include set up or
input regarding all features of QuickBooks (see www.quickbooks.com/support/ for
details of the features that are currently supported by QuickStart.
2. You
represent and warrant that you have licensed the Program from Intuit, and you
agree to comply with all of the applicable terms and conditions of the End User
License Agreement (ŅEULAÓ) provided with the Program. You acknowledge and agree
that these Terms of Service supplement the EULA for the Program. You represent
and warrant that you own any and all Data you may make available to Intuit, by
disk or electronic transfer, and that you own any and all Data that may be
retrieved by Intuit or made available to you as a result of the Services. You
acknowledge sole responsibility for retaining originals of Data delivered to
Intuit to perform the Services. You agree to defend, indemnify and hold
harmless Intuit with respect to any breach of your representations and
warranties contained in this Agreement. If Intuit has reason to suspect that
you may not be the owner of the Data delivered under this Agreement, Intuit is
hereby authorized to cease performing the Services and, without liability to
you, retain possession of the Data until such ownership of the Data is resolved
to Intuit's reasonable satisfaction.
3.
Confidentiality. You and Intuit acknowledge and agree that the Data you deliver
to Intuit in order to enable Intuit to perform Services may contain information
you consider confidential ("Confidential Information") and that
Intuit will have access to such Confidential Information in connection with the
performance of the Services. Confidential Information does not include
information that (a) was in Intuit's possession before receipt from you; (b) is
or, through no fault of Intuit, becomes a matter of public knowledge; (c) is
rightfully received from a third party without a duty of confidentiality; (d)
is independently developed by Intuit or a third party; or (e) is required to be
disclosed by Intuit pursuant to applicable law or government order.
3.1.
Intuit will limit access to the Data and Confidential Information to persons
with a bona fide need to know, which persons may include third parties outside
Intuit and/or Intuit contractors provided such parties have signed agreements
with confidentiality provisions no less strict than the provisions contained in
this Agreement, and will use commercially reasonable efforts to prevent the
unauthorized use, dissemination, disclosure or publication of the Confidential
Information. Intuit will not use any Personally Identifiable Information
contained in the Data for any purpose other than the provision of the Services.
Intuit may use the Data for purposes of performing the Services described
herein and Customer agrees that Intuit may use the Data and/or data derived or
uncovered during the performance of the Services, regardless of whether such
data are based on or derived from Confidential Information, to assist Intuit in
testing and identifying problem areas in Intuit Programs.
3.2. The
Confidential Information you provide shall remain your property.
4. You
acknowledge and agree that, while the Services can typically be performed
within the times shown on the QuickBooks Web site, any such times are estimates
and additional time may be needed by Intuit to complete the Services due to
circumstances beyond its control.
5. Intuit
will notify you by e-mail or phone when the Services are 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
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.
August 2011