This Pre–Release Agreement for Intuit products and/or services ("Agreement") is between Intuit Technology Services Private Limited ("Intuit") and you ("you," "your"). BY CLICKING THE "AGREE" BUTTON OR OTHERWISE INDICATING ACCEPTANCE ELECTRONICALLY AND/OR SIGNING BELOW, OR USING THE PRE–RELEASE PRODUCTS OR SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU OR YOUR COMPANY, IF APPLICABLE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK "AGREE" OR OTHERWISE EXPRESS ACCEPTANCE, AND YOU MUST NOT USE THE PRE–RELEASE PRODUCTS OR SERVICES. YOU AGREE THAT USE OF ANY INTUIT OR THIRD PARTY FEATURES, SERVICES OR CONTENT EITHER IN OR ACCESSIBLE THROUGH THE PRE–RELEASE PRODUCTS OR SERVICES SHALL BE SUBJECT TO ANY APPLICABLE INTUIT AND/OR THIRD PARTY TERMS AND CONDITIONS.
If applicable, you shall designate certain of your employees to use the Pre–Release Products or Services, including any features, services or content either in or accessible through the Pre–Release Products or Services, any related materials or documentation made available in connection with the Pre–Release Products or Services and any updates or new versions that are made available by Intuit to you during the term of this Agreement as specified below ("Pre–Release Products or Services") and such employees shall also be considered "you" for the purpose of this Agreement.
You agree to use the Pre–Release Products or Services solely for the purposes of evaluation in accordance with the following terms and conditions
1. Confidential Information.
1.1. The Pre–Release Products or Services, the Feedback from you, product–related information, additional program terms provided to you, and any proprietary technology or know how provided to you by Intuit as part of the Pre–Release program is the proprietary and confidential information of Intuit ("Confidential Information"). You will use the Confidential Information only as expressly authorized in this Agreement and you will protect the Confidential Information, by using the same degree of care as you would use to protect your own Confidential Information, but no less than a reasonable degree of care, from the unauthorized use, dissemination or publication of the Confidential Information. You are not obligated to protect Confidential Information that you can prove: (a) is or becomes a matter of public knowledge through no fault of yours; (b) is rightfully received by you from a third party without a duty of confidentiality; (c) is independently developed by you (excluding the Feedback); (d) is disclosed under operation of law or (d) is disclosed by you with Intuit�s prior written consent. If you are signing for a company, your employees accessing the Pre–Release Products or Services must have signed an agreement containing confidentiality obligations no less restrictive than stated herein. You shall not use the Confidential Information for the creation and/or the development of any competing products. Threatened breach or unauthorized use or disclosure of Confidential Information may cause Intuit irreparable harm, and Intuit will have the right to enforce this Agreement by injunctive or other equitable relief in addition to any other remedy. Intuit and its affiliates shall retain all right, title and interest in the Pre–Release Products or Services, including without limitation all intellectual property rights embodied therein. You do not acquire any rights, express or implied, in the Pre–Release Products or Services, other than those specified in this Agreement
1.2 To the extent that you provide any information to Intuit or its Representatives (as defined below), you warrant that (i) you are providing only your own information or the information of others which you are authorized to provide on their behalf to third parties; and (ii) the use of such information by Intuit and its Representatives will not infringe or misappropriate the intellectual property rights or otherwise violate the rights of any third parties. As a condition of use of the Pre–Release Products or Services, you agree that in the event of an error of the Pre–Release Products or Services, a designated Pre–Release Products or Services program technician shall be permitted to access your information as necessary
2. Forums and Content. The Pre–Release Products or Services may include a forum that allows you to exchange useful and helpful information about the Pre–Release Products or Services with other users of the Pre–Release Products or Services (the "forum"). Internet access is required to use this forum. Please respect and interact with other users as you would in any public arena when using this forum. Exercise your judgment in evaluating other users� forum information. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using this forum. With regard to your use of the forum or the Pre–Release Products or Services, Intuit reserves the right to monitor content and designate Intuit employees to act as monitors. Additionally, Intuit reserves the right to remove or refuse to remove any user content in its sole discretion. You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that violates applicable law or regulation, including but not limited content that contains: (1) Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component; (2) Spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings; or (3) Attacks such as: "flaming" other users in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other users� identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users’ privacy.
3. Pre–Release Products or Services Use Grant.
3.1 Subject to the terms of this Agreement, Intuit grants you a limited, no fee, non–exclusive, non–transferable, royalty free right to use the Pre–Release Products or Services solely for the purpose of evaluation in accordance to the terms provided in this Agreement.
3.2 You shall not pledge, loan, mortgage or attempt in any other manner to dispose of the Pre–Release Products or Services or to suffer any liens, encumbrances, or legal process to be incurred or levied on the Pre–Release Products or Services. Except as expressly allowed under this Agreement, you will not copy, sublicense any portion of the Pre–Release Products or Services; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Pre–Release Products or Services, or create derivative works from the Pre–Release Products or Services in whole or in part; nor use the Pre–Release Products or Services in any manner not authorized by this Agreement. Intuit is under no obligation to develop, support, maintain or market the Pre–Release Products or Services or to release production or general availability versions. Future versions of the Pre–Release Products or Services, if any, may not be compatible with the current evaluation release of the Pre–Release Products or Services
4. Warranty Disclaimer. You understand that the Pre–Release Products or Services is a pre–release version provided "AS–IS" and does not represent a final product or service from Intuit. You also understand that the Pre–Release Products or Services may contain, errors, "bugs" and other problems which may result in system failure or failure in the use of the Pre–Release Products or Services or loss of data. INTUIT DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND. NEITHER INTUIT NOR ANY PARTICIPATING FINANCIAL INSTITUTION, INTUIT AFFILIATE, OR THIRD PARTY SERVICE OR DATA PROVIDER, LICENSORS OR DISTRIBUTORS ("REPRESENTATIVES") MAKE ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR CONDITION OF ANY KIND FOR THE PRE–RELEASE PRODUCTS OR SERVICES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION WITH REGARD TO PRE–RELEASE PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SECURITY OR NON–INFRINGEMENT. IN NO EVENT WILL INTUIT OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PARTY FOR (i) CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST OR DAMAGED DATA, OTHER ECONOMIC OR COMMERCIAL LOSS UNDER ANY LEGAL THEORY, EVEN IF INTUIT OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) FOR ANY CLAIM BY ANY OTHER PARTY. YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRE–RELEASE PRODUCTS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5. Limitation of liability and Indemnification. WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF INTUIT, INCLUDING ITS SUBSIDIARIES AND AFFILIATES, RELATING TO THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. You agree to defend, indemnify and hold harmless Intuit from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Pre–Release Products or Services or breach of any provision of this Agreement. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.
6. Feedback. Any comments provided by you regarding the Pre–Release Products or Services (the "Feedback") shall be deemed non–confidential to you. By providing such Feedback, you grant to Intuit, under your intellectual property rights, a worldwide, royalty–free, irrevocable and non–exclusive license, with the right to sublicense, the rights to use and disclose the Feedback in any manner Intuit chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Intuit�s products embodying such Feedback in any manner and via any media or service Intuit choose, including advertising and promotional materials relating thereto, without reference or obligation to you. In addition, you do not expect any type of payment or remuneration from Intuit for Feedback. You agree that all documents and materials submitted to Intuit will become the property of Intuit, unless Intuit agrees otherwise in writing. No obligation is assumed or may be implied on the part of Intuit by receipt or examination of the idea submission to use the Feedback, compensate you or otherwise enter into another agreement with you.
7. Termination. Your obligations with respect to the Confidential Information as set forth above shall terminate when you either (i) receive written notice from Intuit that you can disclose the Confidential Information to someone or the public; (ii) the Confidential Information has been disclosed to the public by Intuit; or (iii) twelve (12) months following the date of the public release of the Pre–Release Products or Services as a final product. You further agree that: (a) you may terminate this Agreement in accordance with these terms, at any time by notifying Intuit, and by either (i) returning to Intuit or destroying the Pre–Release Products or Services and related information or (ii) notifying Intuit in writing that you have terminated on–line access to the Pre–Release Products or Services; (b) Intuit may terminate this Agreement immediately if you fail to comply with any term or condition of this Agreement; (c) Intuit further reserves the right to terminate this Agreement on fifteen (15) days prior notice; (d) You agree that upon any termination, you will promptly return or destroy the Pre–Release Products or Services and related information as requested by Intuit and provide Intuit with a certificate verifying such destruction. Upon termination you must immediately cease using the Pre–Release Products or Services. Sections 1, 3.2 through 12, shall survive any expiration, termination or rescission of this Agreement.
8. Trademark. You shall not use or register any word or phrase, symbol, logo or design, or any combination of the foregoing, that Intuit believes or has reason or believe might constitute infringement of the INTUIT mark and/or any INTUIT–related mark.
9. Export Control. You agree that the Pre–Release Products or Services is subject to laws and regulatory controls imposed by the U.S. Government, including the Dept. of Commerce export administration regulations and applicable trade laws of other countries. You agree that you will not export nor re–export or provide access to, directly or indirectly, the Pre–Release Products or Services in violation of such laws. You certify that you (i) are not identified on any U.S. Government export exclusion lists; (ii) will not provide the Pre–Release Products or Services to any person or entity included on such lists; and (iii) will not use the Pre–Release Products or Services in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons.
10. Intuit Services. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services. You acknowledge that in accessing certain Intuit Services through the Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Intuit permission to use information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future. You also grant Intuit permission to combine your business data, if any, with that of others in way that does not identify you, your company or any individual personally to improve services and to compare business practices with other users. You also grant Intuit permission to create, market or promote new Intuit offerings based on your data.
12. General Provisions. This Agreement shall be governed by, subject to and interpreted in accordance with the laws of India, and, any dispute arising out of or relating to this Agreement, or the breach thereof, whether occurring while this Agreement is in effect or thereafter, shall be submitted exclusively to binding arbitration pursuant to the (Indian) Arbitration and Conciliation Act, 1996 by an arbitrator selected in accordance with such Act and agreed to by the parties. The arbitration proceeding shall take place at Bangalore, India and shall be conducted in the English language, including notices between the parties. Notices between the parties shall be by personal delivery, facsimile transmission, or certified or registered mail, return receipt requested, and shall be deemed given upon receipt at the address of the recipient party or ten (10) days after deposit in the mail. If the notice is to Intuit, it shall be sent to the attention of the Legal Department. Each party shall pay its own legal fees of and incidental to the preparation, completion and enforcement of this Agreement. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. You may not assign your rights and obligations under this Agreement without the prior written consent of an authorized representative of Intuit. If applicable, you agree to pay any documentary stamp taxes fees (where applicable) and registration fees with respect to this Agreement. To the extent that this Agreement is to be registered or recorded with the competent authority under the relevant laws, You agree to be responsible to complete such registration or recordal in a timely manner.
The parties by their authorized representatives have executed this Agreement effective the earlier of your acceptance as stated above, or the last date of signature below ("Effective Date").