2017 Software License Agreement for QuickBooks Software and Intuit Payroll Services

 

INTUIT SOFTWARE END USER LICENSE AGREEMENT (US)

 

Thank you for selecting the Software offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as "Intuit," "we," "our," or "us"). Review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I Agree," indicating acceptance electronically, or by installing, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then you may not use the Software.

 

Section A

 

GENERAL TERMS

 

1.             AGREEMENT

 

1.1          This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the “Software”). It includes by reference:

 

·         Intuit's Privacy Statement provided to you in the Software and available on the website or provided to you otherwise;

·         Additional Terms and Conditions, which may include those from third parties; and

·         Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.

 

2.          LICENSE GRANT AND RESTRICTIONS

 

2.1          The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.

 

2.2          You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

 

·         Provide access to or give the Software or any part of the Software to any third party;

·         Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;

·         Transfer your license to the Software to any other party;

·         Attempt unauthorized access to any other Intuit systems that are not part of the Software;

·         Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or

·         Make the Software available on any file-sharing or application hosting service.

 

3.             PAYMENT.  For Software licensed on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

 

a.                    Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.

 

b.                   You must pay with one of the following:

                            1.       A valid credit card acceptable to Intuit;

                            2.       A valid debit card acceptable to Intuit;

                            3.       Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or

                            4.       By another payment option Intuit provides to you in writing.

 

c.                    If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.

 

d.                   If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

 

e.                    Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the Software license or subscription is cancelled or terminated under this Agreement.

 

f.                     Additional cancellation or renewal terms may be provided to you on the website for the Software.

 

4.             YOUR PRIVACY AND PERSONAL INFORMATION.  You can view Intuit’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Software. This means that Intuit may use your data to improve the Software or to design promotions and to develop new products or services. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

 

5.             CONTENT

 

5.1          You are responsible for your content.  You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you provide through your use of the Software.

 

You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

 

a.                    Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

 

b.                   Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

 

c.                    Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

 

d.                   Virus, trojan horse, worm or other disruptive or harmful software or data; and

 

e.                    Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

 

5.2          Community forums.  The Software may include a community forum or other social features to exchange Content and information with other users of the Software and the public. Intuit does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Intuit is not responsible.

 

5.3          Intuit may freely use feedback you provide.  You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

 

5.4          Intuit may monitor your Content.  Intuit may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Software properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

 

6.             ADDITIONAL TERMS

 

6.1          Intuit does not give professional advice.  Unless specifically included with the Software, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

 

6.2          We may tell you about other Intuit Services.  You may be offered other services, products, or promotions by Intuit ("Intuit Services"). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Software.

 

6.3          Communications.  Intuit may be required by law to send you communications about the Software or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on our websites.

 

6.4          You will manage your passwords and accept updates.  You are responsible for securely managing your password(s) for access to the Software and to contact Intuit If you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive these updates.

 

7.             DISCLAIMER OF WARRANTIES

 

7.1          YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

 

7.2          INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

 

8.             LIMITATION OF LIABILITY AND INDEMNITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

 

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

 

9.             CHANGES.  We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.

 

10.          TERMINATION.  Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement, or suspend the Software, related online services, or other Intuit Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of the Software or our Services or systems and comply with applicable Intuit policy, or if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Software or applicable services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.

 

11.          EXPORT RESTRICTIONS.  You acknowledge that the Software, its related website, online services, and other Intuit Services, including the mobile application, delivered by Intuit are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations, and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly.

 

12.          GOVERNING LAW.  California state law governs this Agreement without regard to its conflicts of laws provisions.

 

13.          DISPUTES.  ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTUIT SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. 

 

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 13 shall survive expiration, termination or rescission of this Agreement.

 

14.          GENERAL.  This Agreement, including Additional Terms below is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section 14 shall be void.

 

Rev July 2016

______________________

 

Section B

 

ADDITIONAL TERMS AND CONDITIONS FOR INTUIT QUICKBOOKS DESKTOP SOFTWARE

 

IMPORTANT NOTICE. USE LIMITATIONS:  Your license to use the Software, Add-On Products and related Services (if any) is subject to the General End User License Agreement terms above and the Additional Terms and Conditions below. The Additional Terms and Conditions BELOW shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.

 

1.             DEFINITIONS.  For purposes of this Section B, certain capitalized words and phrases used in this Section have the meaning defined below. Other capitalized terms and their defined meaning are also provided embedded elsewhere within the text of this Agreement.

 

1.1.         “Applications” means Intuit Applications and Third Party Applications.

 

1.2.         “Authorized User(s)” means any and all individuals (e.g., your accountant or trusted financial advisor, etc.) who you designate or authorize to access and/or modify your Software data on your behalf.

 

1.3.         “Beta Features” means any new or updated non-commercially available Software features which Intuit may from time to time make available for your use, Trial, and feedback.

 

1.4.         “Data Transfer” means the process of transferring or sharing, upon your authorization, your Software data with or to one or more Applications.

 

1.5.         “Desktop” is used to refer to any and all versions or editions of QuickBooks primarily designed for access and use on a desktop or laptop computer (e.g., QuickBooks Desktop Pro, or QuickBooks Desktop Premier, etc.).

 

1.6.         “Enhancement(s)” means any and all minor enrichments to the Software, such as new or improved features, functionality, compatibility, performance, or other content or information. For clarity, Enhancements exclude Updates and Upgrades.

 

1.7.         “Intuit Application(s)” means any and all products or Services developed by Intuit that you use and/or authorize to access your Software data.

 

1.8.         “QuickBooks Online” or “QBO” is used to refer to the version of QuickBooks primarily designed for access and use as an online-hosted Service.

 

1.9.         “QuickBooks” means the Intuit QuickBooks financial and accounting software application.

 

1.10.       “Service(s)” is used in this Section B to refer to the various systems, facilitative processing operations, functionality, or other features, including but not limited to support and maintenance, or other products or promotions which may be provided or made accessible to you in or through the Software as a standalone or online-hosted offering.

 

1.11.       “Software” has the meaning defined furthest above in Section A.1.1., and includes the QuickBooks Desktop software that is the object of this Agreement, any Intuit-provided Services, software, applications, programs, tools, and other components accessible in or through QuickBooks Desktop, as well as all Updates that you may be eligible to receive based on the license or Subscription purchased as set forth in Section 10 further below. For clarity, Software excludes Upgrades.

 

1.12.       Subscription” or “Subscription Plan” refers to the payment of fees on a monthly, quarterly, or annual basis for a license to access and use the Software or Services.

 

1.13.       Third Party Application(s)” means each and all products or Services developed by third parties that you use in or through the Software and/or authorize to access your Software data.

 

1.14.       Trial” means any add-on or other software, products, Services, functionality, or features, which may be offered by Intuit or a third-party for your use on a limited or short-term basis.

 

1.15.       Updates” means Software bug fixes and error corrections generally provided to users of your specific version of the Software, when-and-if they are made available. For clarity, Updates exclude Enhancements and Upgrades.

 

1.16.       Upgrades” means each and all major or significant future-released versions of the full or complete Software. For clarity, Upgrades exclude Enhancements and Updates.

 

1.17.       “you” and “your” as used throughout this Agreement means the individual person, or the legal entity on whose behalf such person acts, that licenses the Software and is identified by name during the Software account creation and registration process.

 

2.             REGISTERING THE SOFTWARE; ACCOUNT SIGN UP OR SIGN-IN; REGISTRATION DATA

 

2.1.         Registering the Software.  After installation, you may be required to activate and register the Software before use and to do so you may be asked to provide a valid Software product or license number. You agree to keep your registration and/or account profile information accurate, complete, and current. Allowing or enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

 

2.2.         Account Sign Up or Sign In.  You may be required to create or sign up for an account (or sign in) with Intuit and you agree to do so within the time specified by the Software, otherwise you will not be able to continue to use the Software. To help avoid unintended access to your account or profile information, the Software may be designed to automatically sign you out of your account (and require sign in), including after periods of inactivity. When signing up or using the Software, you may be prompted to create a (one-time) private encryption key or password in connection with your account and data file(s). Once created, please take care to memorize or securely store all passwords and encryption keys. If you forget or misplace an encryption key, you may lose access to your data that is encrypted with that key. Intuit is not responsible or liable for passwords or encryption keys stored insecurely, forgotten, or misplaced, or for any unauthorized access or inability to retrieve or recover access to data resulting from such unsecured, forgotten, or misplaced passwords or encryption keys.

 

2.3.         Registration Data.  Your data, including your registration information, will be collected and used as provided in this Agreement and in accordance with our privacy policies, which can be found at http://security.intuit.com/privacy or by accessing the Privacy link on the website for the Software. If and when you connect to the internet and use the Software, Intuit may also gather certain kinds of information which Intuit may use to improve the Software in future releases and/or improve or develop other Intuit products, better customize your experience with the Software in future releases, and present you with improved Intuit marketing offers.

 

3.             LICENSES, LICENSE GRANT; LIMITATIONS AND RESTRICTIONS

 

3.1.         Licenses, License Grant.  Provided that you comply with all of the terms and conditions of this Agreement, Intuit grants you the following license rights:

 

3.1.1.      Trial-User License.  From time to time, Intuit or certain third parties may offer certain Trials and the opportunity to use them for a finite period of time (“Trial Period”). If you have signed up to use any Trial version or Subscription in the United States:

 

3.1.1.1.   You are granted a limited non-exclusive license during the Trial Period to use the Trial so that 1 individual may access the Trial version or Subscription on a single computer. You may print 1 copy of any online user documentation in relation to the Trial version or Subscription, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Trial (if any); and

 

3.1.1.2.   Your license to use any Trial is valid only for the Trial Period. You understand that upon expiration of your Trial user license, you must purchase a license for the particular software, product, or Service or sign up for the Subscription in order to continue using or accessing the applicable software, product, or Service and to retain any Content (defined furthest above in Section A.5.) that you have entered into or created within the software, product, or Service data file, or posted or uploaded during the Trial Period. If you do not purchase the particular software, product, or Service license or Subscription by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Trial software, product, or Services during the Trial Period, if you decide not to purchase the license or Subscription for the full version of the applicable software, product, or Services, you will not be able to access or retrieve any of the Content and data you added, uploaded, or created with the Trial during the Trial Period.

 

3.1.2.      Single User License and Single User Add-On Pack Licenses.  If you purchased a single user license (by Subscription or by making a one-time, upfront payment depending on your location and the purchase options available to you) or a single user add-on pack license, you may install the Software for access and use solely by 1 specific person on: (i) 1 primary computer, and (ii) 1 additional computer (e.g., a laptop or a home computer that you own and use in your business) for use by that same specific person.

 

3.1.3.      Multi-User License and Multi-User Add-On Pack Licenses

 

3.1.3.1.   Certain versions of the Software or Subscription may allow for multiple additional users of the specific edition of the Software you have licensed, if applicable, upon payment of an additional license fee for each such additional user.

 

3.1.3.2.   If you purchased a multi-user license or add-on pack (i) you may install the Software on the number of computers equal to the number of user licenses you purchased; and (ii) you understand that access and use of the Software is solely for the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users except as expressly permitted by this Section. By way of example only, if you have 10 employees in your company, and if you have only paid for 3 user licenses for your specific edition of the Software, you are granted a limited non-exclusive license to: (x) have up to 3 individuals only (who are your owners, employees, or contractors) access the Software or Subscription; (y) download the Software on up to 3 computers which are owned and operated by and for your company and are used by up to 3 individuals only (who are your owners, employees, or contractors); (z) place 1 copy of your Software data files on a network to be accessed and used by such individuals (and install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your Software data file, and not for direct use of the Software by another user); and (xx) for each user license you purchased, make 1 copy of the printed materials accompanying the Software, if any, or print 1 copy of any online user documentation provided in relation to the Software, solely for use by such licensed user. Notwithstanding item (ii) in this Section, if a licensed user is no longer employed by your company, you may replace that employee’s user license (i.e., designate a new specific employee to use the license formerly used by the departed employee). All users in a multi-user environment must be using licensed copies of the same version year of the Software. Use of the Software by each additional user will be subject to the same restrictions as the single user license. You are responsible for ensuring that all licensed users, including any added licensed users, comply fully with the terms of this license.

 

3.1.4.      Subscription Licensing.  If you purchased a Subscription, the terms of this Agreement, as supplemented by the Subscription terms, will govern your use of the Software and provided that the duration of such license will be based on the Subscription model or plan you have elected.

 

3.1.5.      Unlocking a New Software License.  If you elect to convert from one version of the Software to another (e.g., from the Trial version to the single user version, from QuickBooks Desktop Pro to QuickBooks Desktop Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have the unlocked version, you may no longer use the original version of the Software (in use prior to purchase of the unlock license) on any computer.

 

3.1.6.      Software Copies.  Whichever license you obtain, if you purchased a valid license for the Software and received an authentic Intuit digital versatile disc (DVD), such DVD is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in 3.1.2., and 3.1.3., above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

 

3.1.7.      License Grant for Payroll for Desktop Services (if subscribed or activated).  If you purchase a Subscription for Payroll for Desktop Services (defined in Section 5.1 below), then:

 

3.1.7.1.   If and when you subscribe to the Payroll for Desktop Service and pay the applicable Subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll for Desktop Services only) and applicable Updates, when-and-if made available to you, as well as related documentation within the United States, only in connection with the Software and Payroll for Desktop Services, and only provided that you comply with all of the terms and conditions of this Agreement. You may only use and/or install the Payroll for Desktop Service and Updates, including tax table Updates, only on the computer(s), and only for access and use by the individual(s) or entity, for which the Software license was purchased; and

 

3.1.7.2.   You may not perform any of the following actions which are violations of this Agreement and the licenses granted to you: (i) Use Payroll for Desktop Service Updates except with the Software; (ii) distribute copies of the Software, or allow access to the Payroll for Desktop Service, to or by entities or persons that have not purchased a license to the Software or Payroll for Desktop Service from Intuit; (iii) permit others to access the Payroll for Desktop Service for their own purpose, or (iv) process payroll for any other person, company, or legal entity without a valid license or Subscription to the applicable Payroll for Desktop Service for Accountants.

 

3.1.8.      Assisted Payroll for Desktop ServicesIf you purchase a Subscription for Assisted Payroll for Desktop Services (defined in Section 5.2 below), then Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when-and-if available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install Updates to the Assisted Payroll for Desktop Service on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

 

3.2.         Limitations and Restrictions.  All rights not expressly granted to you in this Agreement are reserved by Intuit. Regardless of the Software license you obtain, you are not licensed or permitted under this Agreement to do any of the following: (i) modify, adapt, translate, rent, or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (ii) assign, loan, resell, transfer, or distribute the Software, DVD(s), or related materials or create derivative works based upon the Software or any part thereof; (iii) network the Software, except that you may network your company data file as outlined above in Section 3.1.3.2., if you have purchased the multi-user license version; or (iv) copy the Software in whole or part, except as expressly stated in 3.1.6., above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (x) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (y) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transferlicense@intuit.com to request transfer of your license to the new entity. All such license transfer requests are subject to written approval by Intuit and may be subject to an administrative fee.

 

4.             MAXIMUM LIMITS FOR SIMULTANEOUS USERS; CONCURRENT FILE ACCESS; LIST ENTRIES

 

4.1.         Maximum Limits for Simultaneous Users.  Subject to the terms of this Agreement, the particular edition of the Software licensed, and the number of individual user licenses paid for by you as described above in Section 3.1.3., you may be permitted a multiple number of licensed users who are authorized to simultaneously access and use the Software (or concurrently access a company file) on a network, up to a maximum number of licensed users as set forth in the table below. Any unauthorized use of the Software (or concurrent access of a company file) by more than the maximum number of simultaneous (or concurrent) licensed users permitted for that particular version of the Software, or otherwise exceeding your paid license(s), may result in failure of the Software, performance degradation, errors, and/or loss of data, and will be considered a material breach of this Agreement:

 

Software Edition

Maximum Number of Concurrent Users (subject to paid additional user licenses)

QuickBooks Desktop Pro

up to 3

QuickBooks Desktop Premier

up to 5

QuickBooks Accountant Desktop

up to 30

QuickBooks Desktop Enterprise

up to 30 depending on desktop version subscribed

 

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.         QuickBooks (Basic, Standard, or Enhanced) Payroll Subscription for Desktop (each and all referred to here as, "Payroll for Desktop Service(s)")

 

5.1.1.      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, 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.

 

5.1.2.      License Grant and Restrictions.  For license(s) granted to you for use of the Payroll Desktop Services, see Section 3.1.7., above.

 

5.1.3.      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.

 

5.1.4.      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.

 

5.1.5.      Payroll Tax Table Updates

 

5.1.5.1.   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.

 

5.1.5.2.   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.

 

5.1.6.      Preparation and Filing (or E-Filing and E-Payment) of Payroll Taxes and Other Liabilities

 

5.1.6.1.   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.

 

5.1.6.2.   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. Some Payroll Transactions may go through the Automated Clearing House (ACH), and you agree that your Payroll Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH originator, and you accept any liability you or Intuit may incur which is caused by your Payroll Transactions.

 

5.1.6.3.   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 demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll for Desktop Service in the future ("Your Account(s)"), 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.

 

5.1.7.      Satisfaction Guarantee.  For terms and conditions relating to the Payroll for Desktop Service satisfaction guarantee, see Section 15 below.

 

5.1.8.      Termination and Amendment.  For terms and conditions relating to Payroll for Desktop Service or Subscription termination, see Section 14 below.

 

5.1.9.      Restrictions and Limits for Processing Employee Payroll

 

5.1.9.1.   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 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.

 

5.1.9.2.   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.

 

5.2.         Assisted Payroll Subscription for Desktop ("Assisted Payroll for Desktop Service(s)")

 

5.2.1.      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, 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.

 

5.2.2.      License Grant and Restrictions.  For license(s) granted to you for use of the Assisted Payroll Desktop Services, see Section 3.1.8., above.

 

5.2.3.      Satisfaction Guarantee.  For terms and conditions relating to Assisted Payroll for Desktop Service satisfaction guarantee, see Section 15 below.

 

5.2.4.      Termination and Amendment.  For terms and conditions relating to Assisted Payroll for Desktop Service termination, see Section 14 below.  Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll for Desktop Services agreement.

 

5.3.         Direct Deposit (“Direct Deposit Service(s)”)

 

5.3.1.      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) banking account capable of processing Automated Clearing House or ACH transactions. 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. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies, and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the 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.

 

5.3.2.      Use and Restrictions

 

5.3.2.1.   You may use the Direct Deposit Service only for direct deposit payments to your employees for payroll purposes or to your vendors (including 1099 vendors, additional fees may apply) (collectively, the “Payees”). You may fund your direct deposit payments to your Payees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("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 wire draw down requests or other funding methods (collectively "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. You will send Payments over the internet in an online session ("Payment Transaction(s)"). At the end of your Payment Transaction, we will confirm that we have received it. Your Payment Transaction will not be processed if you do not receive our confirmation before the Payments 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.

 

5.3.2.2.   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. We may establish certain security limits on Payment Transactions we process, such as a maximum number or dollar amount of Payment Transactions. We may change these limits from time to time and may choose not to disclose them.

 

5.3.3.      Licensee Responsibilities.  You must send us 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 two business banking days before the due date. Intuit reserves 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 Intuit 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 to the Automated Clearing House or ACH network. 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.

 

5.3.4.      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 ACH 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 Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Payment Transactions. If Intuit tells 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 Intuit 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 Intuit, and to respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

 

5.3.5.      Representations and Warranties.  You represent and warrant to Intuit 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.

 

5.3.6.      Password Security.  You create or ask Intuit to issue 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 Intuit 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.

 

5.3.7.      Your Account. Intuit may refuse to process your Payment Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Payment Transaction or for any other reason Intuit deems 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, Intuit may: (i) reverse any corresponding credit issued to Intuit, 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 Intuit to any amount owed to Intuit 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. Intuit may assess and collect interest on any amounts due and unpaid 10 days after demand. If further collection attempts are required, all Intuit's 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.

 

5.3.8.      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. Intuit may review your use of the Direct Deposit Service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit Service after such a review. 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.

 

5.3.9.      Termination and Amendment.  For terms and conditions relating to Direct Deposit Service termination, see 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.

 

6.7.         Financial Institution Services

 

6.7.1.      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.

 

6.7.2.      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.

 

6.7.3.      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.

 

6.8.         Social Media Sites.  As described furthest 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.

 

6.9.         Timer Program.  Depending on the edition of the Software you have licensed, you may have the ability to access and use a Timer program (provided bundled with the Software on the physical media or DVD you obtained, or available online as a separately downloadable utility program). If included with the Software, or if otherwise made available by Intuit for download and if supported by the edition of Software you are using, you may use the Timer program on all computers used in your business and may make the number of copies of the Timer program required for this purpose. This does not apply to My Time Application for use with QuickBooks Desktop for Mac which can only be installed on 1 computer (though installation is not required to be made to or on the same computer as the QuickBooks Desktop for Mac Software) to track time for a single user. Timer program data can be imported into certain specified versions of QuickBooks Desktop for Mac only. Check the QuickBooks Desktop for Mac website for details.

 

6.10.       Payment Products.  If you choose from within the Software to apply for and use Intuit payment products, you understand and agree to the most current versions of the Intuit payment products’ terms of service. Check on the payment product website for the latest version(s) of the terms of service for the respective Intuit payment products, currently available here: (i) Intuit Payment Network: https://ipn.intuit.com/legal/termsAndConditions, and (ii) Intuit QuickBooks Payments Merchant Service: http://intuitpayments.com/legal. From time to time Intuit may update these Terms of Service.

 

6.11.       ViewMyPaycheck / Employee Portal.  As part of the Payroll for Desktop Services, you may have the option of enabling your employees to access Intuit ViewMyPaycheck (additional fees may apply). ViewMyPaycheck allows each of your employees to view online the information you supplied to Intuit Payroll for Desktop Services for such employee, as well as information that is calculated by Intuit for your employees’ paycheck, including but not limited to, net pay, withholdings, W-2s, time-off accumulation and usage. You will also be able to access ViewMyPaycheck to view the paycheck information of each of your employees. You may elect to turn off this functionality within the Software, but if you do, you and your employees will no longer have access to ViewMyPaycheck. In order for you and your employees to use the ViewMyPaycheck Service, you will need to have an active, paid Subscription in good standing to Intuit Payroll for Desktop Services. ViewMyPaycheck contains separate terms of service accessible on the ViewMyPaycheck website that will be applicable to you as well as your employees that are accessing the Service.

 

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 is included.

 

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 furthest above in 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. We recommend that you install all Updates promptly and that you turn on ‘auto update’ to help ensure timely receipt of all 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 furthest 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 2017 is May 31, 2020 (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 + Full Service Plan 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 but no longer will be entitled to Enhancements, Updates, or Upgrades.

 

10.2.4.    QuickBooks Desktop Enterprise Solutions (Silver, Gold, Platinum), QuickBooks Desktop Pro Plus, and QuickBooks Desktop Premier Plus Subscriptions.  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.

 

10.2.5.    ProAdvisor Deluxe and Premier (Silver, Gold, Diamond) 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.

 

10.2.6.    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.

 

10.2.7.    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 2017 is until May 31, 2020. More information about the discontinuation policy relating to the Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

 

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 furthest 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 20.1.

 

 

© 2016 Intuit Inc. All rights reserved.

Intuit Inc.

P. O. Box 7850

Mountain View, CA 94039-7850

 

Rev July 2016