INTUIT TERMS OF SERVICE FOR
INTUIT DATA SERVICES
Thank you for selecting the Services offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as "Intuit", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:
· Intuit's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
· Additional Terms and Conditions, which may include those from third parties.
· Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and
other intellectual property laws. You are only granted the right to use the
Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until
termination of this Agreement and as long as you meet any applicable payment
obligations and comply with this Agreement, Intuit grants to you a personal,
limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
· Provide access to or give any part of the Services to any third party.
· Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
· Make the Services available on any file-sharing or application hosting service.
3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless Intuit or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
b. You must pay with one of the following:
1. A valid credit card acceptable to Intuit;
2. A valid debit card acceptable to Intuit;
3. Sufficient funds in a
checking or savings account to cover an electronic debit of the payment due;
4. By another payment option Intuit provides to you in writing.
c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
d. 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 Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
f. Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
(i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
(ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR PERSONAL INFORMATION. You can view Intuit's Privacy Statement provided with the Services and on the website for the Services. 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 Services. You give Intuit permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Intuit services. For example, this means that Intuit may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
6.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any 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 submit through the Services.
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent, 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
Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community
other social features to
and information with
other users of the Services 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.
6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.
6.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
7.1 Intuit does not give professional advice. Unless specifically included with the Services, 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.
7.2 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 from your account(s) 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 to you and to enhance the Services. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
Communications. Intuit may be required by law to send
you communications about the Services or Third Party Products. You agree that
Intuit may send these communications to you via email or by posting them on our
7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Intuit if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
9. 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 SERVICES 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 SERVICES AND ITS USE.
You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.
10. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
11. TERMINATION. Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services 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 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 15 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. GOVERNING LAW. California state law governs this Agreement without regard to its conflicts of laws provisions.
14. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES 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 14 shall survive expiration, termination or rescission of this Agreement.
15. GENERAL. This Agreement, including the 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 shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: email@example.com.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE INTUIT DATA SERVICES.
These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.
1. INTUIT DATA SERVICES ("Services").
USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT DATA SERVICES, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the Terms of Service Agreement.
A. Intuit manufactures personal and small business finance software ("Program") that enables Customers to capture their financial information by electronic means.
B. Customer has captured financial information ("Data") by use of such Program and the Customer Data has become unusable, or customer desires Intuit to create a new data file. Customer desires to have Intuit, and Intuit has agreed, subject to the terms set forth below, to provide certain support and services in regard to the Data.
2.1 "Services" means the support provided by Intuit in accordance with the terms of this Agreement. Services include one of the following: Intuit Data Services; the Intuit Diagnostic Tool; Data Recovery; Diagnostic Tool, Password Removal; Windows to Macintosh Data Conversion; QuickBooks Desktop or Quicken Desktop conversion to QuickBooks Online; or QuickStart.
2.2 "Data Recovery" means support provided by Intuit to recover information from your damaged Data files.
2.3 "Password Removal" means support provided by Intuit to remove a password from Your Data when You are no longer able to access Your Data, generally due to a forgotten password.
2.4 "Windows to Macintosh Data Conversion" and "QuickBooks Desktop or Quicken Desktop conversion to QuickBooks Online," or any other conversion services provided by Intuit, or "Conversion," means support provided by Intuit to change your Data, created in Intuit Programs, to be readable in either: (1) supported QuickBooks for Macintosh version; (2) QuickBooks Online; or (3) any other format specified and approved by Intuit, subject to availability.
2.5 "QuickStart" means a service by Intuit that converts third-party data into a data file for use with QuickBooks Software. Not all third party data may be converted or supported. See http://support.quickbooks.intuit.com/ for more information.
3. YOUR RESPONSIBILITIES. You represent and warrant that you have licensed the Program from Intuit, and you agree to comply with all of the applicable terms and conditions of the License Agreement ("License") provided with the Program. You acknowledge and agree that these Terms of Service supplement the License for the Program. You represent and warrant that you own any and all Data you may make available to Intuit, by disk or electronic transfer, and that you own any and all Data that may be retrieved by Intuit or made available to you as a result of the Services. You acknowledge sole responsibility for retaining originals of Data delivered to Intuit to perform the Services. You agree to defend, indemnify and hold harmless Intuit with respect to any breach of your representations and warranties contained in this Agreement. If Intuit has reason to suspect that you may not be the owner of the Data delivered under this Agreement, Intuit is hereby authorized to cease performing the Services and, without liability to you, retain possession of the Data until such ownership of the Data is resolved to Intuit's reasonable satisfaction.
3.1. In order to facilitate the conversion or repair of your Data, you agree to provide Intuit with all information necessary to enable Intuit to begin the Services, including but not limited to providing uninterrupted access to your financial management software Data, either via upload to Intuit's website in accordance with Intuit's instructions or via remote desktop connection access, according to Intuit's directions.
3.2. If necessary, you will designate Intuit as an authorized user of your existing accounting product or service offering and provide Intuit with credentials unique to Intuit that provides Intuit with limited access rights to your Data and/ or any records necessary to enable the Services.
3.3. Intuit may request that you use a web-based portal to input your user name, password and any other login information for your existing accounting service or for your Data. We may use this information automate the retrieval and/ or conversion of your Data.
3.4. You agree to participate in calls with your existing accounting service or software provider and an Intuit representative to obtain necessary Data Information. You agree that Intuit may instruct its own vendors to review your Data and your converted Data as part of the Services.
4. GRANT OF ACCESS RIGHTS TO INTUIT. You hereby represents that you are the legal owner of the 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 Data on your behalf. You grant to Intuit and persons working on Intuit's behalf the rights to access and use the Data in the manner set forth in this Agreement. You are responsible for ensuring that the grant of these rights to Intuit is permissible under the terms of your agreements with any third parties.
5. CUSTOMER TO VERIFY INFORMATION. Upon completion of the Services, Intuit will take appropriate care to ensure the accuracy of its work, but cannot ensure that the source files used, information provided by other non-Intuit service providers or company personnel are accurate. Accordingly, Intuit will inform you when it has completed the Services so that you can perform a review of the your information. It is your responsibility to verify the accuracy of all your Data and confirm with Intuit that the information converted by Intuit is acceptable to you before commencing the Intuit Program.
6. NO LEGAL ADVICE. Intuit is not providing to you, and the Services provided hereunder is not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that except for the limited purpose of accessing your Data, Intuit is not acting as your agent or fiduciary in connection with your use of the Services and the Program.
7. NO OBLIGATION TO PROVIDE SERVICES. Intuit reserves the right to refuse to provide the Services to you and, in such instances, will refund any fees, if any, for the Services paid by you to Intuit.
8. CONFIDENTIALITY. You and Intuit acknowledge and agree that the Data you deliver to Intuit in order to enable Intuit to perform Services may contain information you consider confidential ("Confidential Information") and that Intuit will have access to such Confidential Information in connection with the performance of the Services. Confidential Information does not include information that (a) was in Intuit's possession before receipt from you; (b) is or, through no fault of Intuit, becomes a matter of public knowledge; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed by Intuit or a third party; or (e) is required to be disclosed by Intuit pursuant to applicable law or government order.
8.1. Intuit will limit access to the Data and Confidential Information to persons with a bona fide need to know, which persons may include third parties outside Intuit and/or Intuit contractors provided such parties have signed agreements with confidentiality provisions no less strict than the provisions contained in this Agreement, and will use commercially reasonable efforts to prevent the unauthorized use, dissemination, disclosure or publication of the Confidential Information. Intuit will not use any Personally Identifiable Information contained in the Data for any purpose other than the provision of the Services. Intuit may use the Data for purposes of performing the Services described herein and Customer agrees that Intuit may use the Data and/or data derived or uncovered during the performance of the Services, regardless of whether such data are based on or derived from Confidential Information, to assist Intuit in testing and identifying problem areas in Intuit Programs.
9. COMPLETION OF SERVICES. You acknowledge and agree that, while the Services can typically be performed within the times shown on the QuickBooks Web site, any such times are estimates and additional time may be needed by Intuit to complete the Services due to circumstances beyond its control.
9.1. Intuit will notify you by e-mail or phone when the Services are complete and the Data files are deliverable, if any, and are available for retrieval. You must retrieve any such Data files by downloading them from the Intuit website within Ninety business days or by any other means Intuit makes available to you after notice of completion of the Services is given. Intuit will not be responsible for and may delete any such files after Ninety business days.