Last revised August 27, 2021
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 clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.
This Agreement describes the terms governing your use of the Services. This Agreement is comprised of the body of this Agreement below, all exhibits to this Agreement (“Exhibits”), and all terms, rules, and policies that we make available for participating and using the Services. However, the terms in each Exhibit and the rules and policies only apply to you if you engage in the activity or use the Services to which the Exhibit, rules, or policies apply.
Capitalized terms not otherwise defined in this Agreement will have the meanings set forth below:
and subject to the license terms at:
3. YOUR RIGHTS TO USE THE SERVICES
3.1 Use of 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, royalty-free, non-exclusive, non-transferable, revocable right and license solely in the Territory to use and reproduce the Services solely to develop or test your Developer Applications, subject to the terms, conditions and limitations contained in this Agreement. The Services are protected by copyright, trade secret, and other intellectual property laws. You are granted a right to use the Services only for the purposes expressly permitted by Intuit in this Agreement or in the rules or policies otherwise made available to you and compensation may affect how and where certain apps are presented on the Services. Intuit reserves all other rights in the Services.
3.2 Requirements and Restrictions on Use of the Services
You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Intuit or could subject Intuit to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Intuit’s opinion, is prohibited under this Agreement; (v) any other activity that places Intuit in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Intuit system or network or to breach Intuit’s security or authentication measures, whether by passive or intrusive techniques. Intuit reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above. Furthermore, you agree not to use, nor permit any Third Party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
You understand that certain software packages, libraries, or components of the Services may be licensed under an open source software license (“Open Source Components”). If there are any conflicts between the open source software license and this Agreement, the open source license terms control. You understand and acknowledge that your use, reproduction, and distribution of the QBO SDK and such derivative works are governed solely by the terms of that license.
Intuit may provide tools and materials such as QuickBooks Online accounts and sample data as part of a sandbox environment to allow developers to use such tools and materials solely for internal testing of a Developer Application. All tools and materials are provided “AS IS” and may be removed or modified at any time. You agree that all use of such tools and materials will be in accordance with Intuit’s usage policies which may change from time to time. Intuit may post on the developer’s site and/or send an email to you with notices of any changes. You may use anonymous, non-live data only. Intuit may charge you the then-current fee for the tools and materials if Intuit reasonably believes that you have used such materials in breach of these terms.
QuickBook Harmony Design Assets
You may use the Harmony Design Assets to create user interface elements within your QuickBooks Developer Application. Your license to use the Harmony Design Assets is subject to your compliance with this Agreement. You agree not to use the Harmony Design Assets for any applications, services, or products that (i) do not interoperate with QuickBooks Online; and (ii) do not provide substantial functionality and feature beyond core accounting capabilities offered in QuickBooks Online. Further, you must (i) include the phrase “Works/Interoperates with QuickBooks” when marketing your Developer Application; and (ii) market the Developer Application via Intuit’s app store at apps.intuit.com.
3.3 Developer Requirements and Guidelines
All developers must comply with all Developer requirements and guidelines in connection with their use of the Services, which may be updated by Intuit from time to time. Such requirements and guidelines include but are not limited to:
Subject to the terms of this Agreement, you may distribute or provide customers access to your Developer Application, provided that: (i) you do not distribute the Developer Application in source code form; (ii) you provide an end user license agreement that contains the provisions set forth in Section 6 in all material respects; (iii) you comply with any and all applicable local, state, national, or international laws, regulations, and policies of regulatory bodies or agencies in connection with (a) your use of the Services, including materials or information provided via the Services, (b) your use, marketing, and distribution of any Developer Application, and (c) your access, use, processing, distribution, and/or storage of Personal Information (“Applicable Laws”); (iv) you do not develop or distribute your Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity; (v) you comply with Intuit’s requirements, guidelines and policies, including but not limited to restrictions related to application naming; (vi) you do not make any statements that your Developer Application is “certified,” or has been reviewed by Intuit, or that the performance is guaranteed by Intuit, and (vii) other than as expressly permitted herein, you will not use Intuit’s names, logos or other Intuit trademarks to market your Developer Application without prior written permission of Intuit. You acknowledge and agree that you are solely responsible for any liability which may arise from the (a) development, use, marketing, or distribution of or access to your Developer Application, including support; and (b) your access, use, processing, distribution, or storage of Personal Information.
You agree to maintain records demonstrating your compliance with this Agreement. Intuit has the right, at any time and without notice, to access and test Developer Application(s) to ensure that they are safe, that you have implemented reasonable safeguards for any data made available to you through the Services, and that you otherwise comply with this Agreement. Upon reasonable notice, you agree to permit Intuit to conduct (either directly or through a third party) an audit of your books, records (including but not limited to security scan records), systems, files, and other information, and to provide reasonable access to your premises, for the purpose of verifying your compliance with this Agreement. Each party will bear its own costs in connection with such audit. You agree to take prompt and appropriate action to remediate any identified security issues (including those affecting Personal Information) and/or any other breach of this Agreement, and to promptly inform Intuit of such action(s). If such action is not taken to Intuit’s satisfaction, Intuit may immediately terminate this Agreement and your use of the Services.
Intuit is not obligated to provide any technical or other support for Developer Applications. You understand and agree that you will be solely responsible for providing all customer and technical support for Developer Applications, including the ability to sync data from and to QuickBooks Desktop and maintenance for your Developer Applications. The ability to sync data to and from QuickBooks Online is a feature of QuickBooks Online that is provided by Intuit directly to its end-user customers with active QuickBooks Online subscriptions. You acknowledge that your Developer Application may be impacted if it relies on current QuickBooks Online data from customers with inactive QuickBooks Online subscriptions.
3.4 Intuit Marks and Branding
Intuit hereby grants to you a limited, non-exclusive, non-transferable, revocable license in the Territory during the Term to use the Intuit Marks solely for the purpose of visually depicting the ability of your Developer Application(s) to interoperate and synchronize data with Intuit’s QuickBooks products, and solely within your own marketing and promotional materials for your Developer Application(s), and for no other applications, products, or services (whether provided by you or by third parties). Your use of the Intuit Marks must comply with all applicable Intuit branding and trademark guidelines, including those available here, which may be provided by Intuit and updated from time to time. All materials, including packaging, marketing materials, and web pages relating to the Developer Applications that display the Intuit Marks shall include the required legend as follows: “QuickBooks and QB are registered trademarks and service marks of Intuit Inc., displayed under license.” Intuit retains all right, title and interest in and to the Intuit Marks, and your use of the Intuit Marks shall inure to the sole benefit of Intuit.
You agree you will not use the Intuit Marks, elements of the Intuit Marks, or alternative spellings or phonetic equivalents thereof (a) as part of any name or brand for your Developer Application(s), (b) as part of any name, brand, company name, service name, trade name, or DBA name (whether alone or in connection with your own names or marks), (c) on direct business source identifiers such as stationery, business cards, company signs, domain names, company website titles, promotional merchandise, or trade show signage, (d) in connection with non-tested products, (e) in any manner that could be considered misleading, confusing, unfair, or otherwise damaging to the Intuit brand or Intuit’s ownership therein, (f) in connection with Developer Applications that are or could be deemed by Intuit, in its sole judgment, to violate Intuit’s Developer Terms, or (g) in any other manner not licensed or approved by Intuit, including but not limited to use with technical support or consulting services, or other goods or services. You further agree that you will not use or register, in any jurisdiction, any trademarks, service marks, trade names, keywords, screen names, or Internet domain names containing elements of, or similar to, the Intuit Marks or any alternative spellings or phonetic equivalents thereof, and will not challenge Intuit’s ownership or use of the Intuit Marks. If Intuit notifies you of any such confusion or risk of confusion with the Intuit Marks, you will take appropriate steps to immediately remedy or avoid such confusion or risk, including but not limited to immediate assignment of any applications, registrations, or other rights to Intuit, at your expense.
4.1 You are responsible for your content
4.2 Community forums
The Services may include a community forum or other social features to exchange Content 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.
4.3 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.
4.4 Intuit may monitor your Content
Intuit may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. 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, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
4.5 Competitive Applications
Subject to your and Intuit’s respective rights and obligations under this Agreement, Intuit acknowledges that you may develop and make available products and services that are similar to or otherwise compete with Intuit products and services, and you acknowledge that Intuit may develop and make available products and services that are similar to or otherwise may compete with your products and services.
5. DEVELOPER APPLICATION SUBMISSION AND REVIEW
Intuit may require that all new Developer Applications, and updated Developer Applications, be submitted to Intuit for review and approval prior to being made available for distribution. By submitting your Developer Application to Intuit, you grant Intuit and/or its third party affiliate the right to use the Developer Application for purposes of testing and evaluating such Developer Application’s compatibility and suitability for compliance with the terms of this Agreement. You agree to cooperate with Intuit in the submission process and to answer questions and provide information and materials reasonably requested by Intuit regarding your Developer Application, the operation of your business, or the performance of any of your obligations under this Agreement. You also acknowledge and agree that your Developer Application must comply with all security, technical, and other requirements set forth herein and as otherwise described to you in connection with the Services. You understand and acknowledge that Intuit may, in its sole discretion, reject your Developer Application for any reason, even if such Developer Application complies with all of the then current requirements provided herein. You understand and agree that Intuit shall have no liability for any costs, expenses, and/or damages, including any development or marketing expense and potential lost profits or business opportunities that arise out of or result from Intuit’s review and approval or rejection of such Developer Application or Intuit’s termination of ID or this Agreement. If you make any changes to the Developer Application, including any patches, upgrades, enhancements, bug fixes, or any modification to the functionality, features, or user interface of your Developer Application, Intuit may require you to re-submit the Developer Application for approval.
Provided your Developer Application is approved for distribution, you may be selected by Intuit to market or distribute your Developer Application via the Intuit App Center or other Intuit website or channel (collectively, “App Center”), subject to your compliance with this Agreement. You may be required at Intuit’s discretion to market your Developer Application via the App Center, as a condition of using the Services. Additionally, you grant Intuit the right to identify your Developer Application in any Intuit marketing materials, including on Intuit websites.
6. DEVELOPER APPLICATION MINIMUM END USER TERMS
This section 6 applies where you license your Developer Application to Licensees (including end users). You, and not Intuit, are the licensor of your Developer Application to Licensees and are responsible for providing all customer and technical support and maintenance for your Developer Applications. You agree to provide each Licensee with an end user license agreement or terms of service (“EULA”) that contains terms in accordance with this Agreement, including which are no less protective of Intuit and its affiliates and suppliers than those set forth below (“Minimum Terms”). You agree to promptly respond to any Licensee inquiries forwarded by Intuit relating to your Developer Application. In the event of any change to, or discontinuation of, your Developer Application you shall provide notification to Licensees and address any related customer inquiries. Developers whose Developer Application is for its own use as a Licensee must also comply with the Minimum Terms set forth below:
7. MARKETING AND RESALE OF DEVELOPER APPLICATION
You may be able to promote your Developer Application through Intuit’s marketing and sales channels, including the Intuit App Center. To be eligible, your Developer Application must be in compliance with Intuit’s technical, security and marketing requirements as provided in the Intuit App Center or any other Intuit site, which may be updated from time to time. Requirements and specifications for participation in our Program (defined below) are located here. Your application must also utilize Intuit-supplied developer materials.
Your use of the “Connect to QuickBooks” button must be implemented via Intuit’s Java code or through your own implementation. Additionally, Intuit’s QuickBooks “Blue Dot” feature (if made available by Intuit) may be used within Developer Applications for navigation to and from QuickBooks Online or QuickBooks Payments, as applicable depending on the optional service that you’ve selected, in compliance with Intuit’s technical, security and marketing requirements.
If your Developer Application is made available through the Intuit App Center, you hereby grant to Intuit a worldwide, non-exclusive, royalty free, license to copy, display, perform, transmit, and use your Developer Application and related marks, logos, and images (including screen shots) that you provided to Intuit, solely for the purposes of promoting, marketing or providing Developer Applications. Intuit may create marketing materials to promote the Developer Applications. Additionally, Intuit may issue press releases, distribute marketing or sales materials, conduct promotional efforts or engage in other publicity regarding the Developer Application related to the following: (i) making disclosures required for regulatory or statutory public reporting purposes, (ii) publishing information and materials that you have reviewed and approved, and (iii) using any other “pre-approved” statements agreed to between the parties describing the Developer Application. If Intuit provides you with marketing materials for review prior to publication, you agree to promptly review such materials and advise Intuit of any corrections you may reasonably require.
7.2 General Practices
You may remove any of your Developer Applications from Intuit’s marketing and sales channels at any time in accordance with the then-current procedures and requirements. Intuit reserves the right to remove your Developer Application in its reasonable sole discretion. Intuit retains the right to develop and distribute products and services that may be similar to the Developer Applications at any time prior to, during, or after the term of this Agreement or any applicable Exhibit.
If Intuit permanently discontinues a specific marketing and sales channel, Intuit shall provide you reasonable prior notification via e-mail and/or other notification through the Services. In such instance, Licensee shall be responsible for retrieving Licensee data prior to such discontinuance.
Notwithstanding any references in this Agreement to “sale,” “resale,” “selling,” or “reselling,” no title to the Developer Application will be transferred by Intuit to Licensees through your participation in the Intuit marketing and sales channels. Your Developer Application(s) will only be made available for use as expressly provided in this Agreement. You shall retain all ownership rights to your Developer Application(s) subject to any license you grant to Intuit and Licensees.
7.3 Warranties; Proprietary Rights
You represent and warrant that you have all rights, including all copyright, trademark and other intellectual property rights, in the Developer Applications necessary to grant the licenses to Intuit in this Agreement, and as appropriate to end user customers.
8. THIRD PARTY SERVICES
In connection with your use of the Services, you may be made aware of or offered services, features, products, offers, and promotions provided by third parties, and not by Intuit, such as internet-based offerings (“Third-Party Services”). The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit or its suppliers of any information contained in any third-party website. Access to any other web site is at your own risk, and you should be aware that linked web sites may contain terms and privacy policies that are different from those of Intuit and its suppliers. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third-Party Services you choose available to you.
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.:
10. YOUR PERSONAL INFORMATION
You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement available at [link], as part of the 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.
11. OTHER PERSONAL INFORMATION
11.1 Intuit Use of Personal Information
You agree that Intuit and any third party subcontractor acting on Intuit’s behalf may: (i) during the term of this Agreement, use any and all information collected under the Agreement, including Personal Information, internally to provide and improve the Intuit SDK, the Services or any other Intuit product/service, provided that neither Intuit nor its third party subcontractor use Personal Information to intentionally solicit your end users with offerings competitive to those you may offer; (ii) use the Personal Information, with prior notice to you unless prohibited from such notification by subpoena or other lawful order of a court of law enforcement agency, to provide email communication to your end users; and (iii) offer the Intuit SDK or Services or another version of the Intuit SDK or Services after any termination or expiration of this Agreement, subject to any opt-out elections by you as the Developer, and all Applicable Laws, provided that such use does not reveal that the Personal Information is derived from Intuit’s relationship with you hereunder.
For clarity, Intuit may use anonymous and aggregated information to publish research data from time to time, and may use, display, distribute or license such anonymous aggregate research data for purposes of helping Intuit improve its products and services, to enable a better and more accurate user experience, and to assist in troubleshooting and technical support and for other purposes as set forth in Intuit’s Global Privacy Statement.
11.2 Your Access to and Use of Personal Information
To the extent your Developer Application receives, obtains, collects, stores or has access to any Personal Information, and you perform any operation or set of operations on that Personal Information (“Process”), you agree that you will:
You understand and acknowledge that in connection with the Developer Application, if Intuit Processes any personal data on your behalf, Intuit may share personal data with its affiliates anywhere in the world. You shall notify your end users and obtain their consent where required by Applicable Data Protection Laws, evidence of which shall be provided to Intuit upon request.
11.3 Notification of Security Breach
For purposes of this Agreement, “Security Incident(s)” shall have the meaning assigned by Applicable Data Protection Laws to the terms “security incident,” “security breach” or “personal data breach,” including but not limited to any situation where you or Intuit know, discover, are notified of, or suspect that Personal Information collected pursuant to the Agreement has been or is likely to have been accidentally or unlawfully destroyed, lost, altered, accessed or disclosed in an unauthorized manner or in violation of this Agreement or Applicable Data Protection Laws.
You agree to establish and implement policies and procedures to detect, respond to, and otherwise address Security Incidents. You will use best efforts to remediate any harm caused by any Security Incident.
You will notify Intuit without undue delay, and in all events no later than 24 hours after discovery if you know or suspect that a Security Incident has occurred. Intuit has the right to investigate any Security Incident and you agree to cooperate fully in such investigation of any harm or potential harm caused by the Security Incident.
Intuit shall determine, in its sole discretion, the security risk classification and service level availability (“SLA”) for all Security Incidents for you to commence remediation efforts as follows:
|Security Risk Classification||Service Level Availability (SLA)-from the date of discovery|
|Low||Up to 1 year|
You will take immediate action to remediate upon notification from Intuit or an Intuit approved 3rd party of a Security Incident. If a Security Incident gives rise to a need, in Intuit’s sole judgment: (A) for Intuit to notify end users and/or any regulatory authorities, individuals or other persons, you agree to coordinate with Intuit with respect to any such notifications with respect to such Security Incident or (B) for Intuit or you to undertake other remedial measures (including, without limitation, notice, credit monitoring services, and the establishment of a call center to respond to inquiries – collectively, “Remedial Action”), at Intuit’s request and direction, and at your cost, you agree to undertake such Remedial Actions. Further, Intuit shall have the right to turn off access to Intuit’s API’s or take any such other remediation as it deems necessary to protect Personal Information while the Security Incident is ongoing or in the future. Remedial Action must include notifying Intuit when the issue is resolved.
11.4 EU Personal Data
For purposes of this Agreement, “EU Personal Data” means “personal data” or “Personal Information,” as defined under Applicable Data Protection Laws—including, without limitation, any and all data (regardless of format) that can be used to directly or indirectly identify, contact or locate a natural person, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the financial, physical, physiological, genetic, mental, economic, cultural or social identity of that natural person—received or collected by Intuit or you pertaining to Intuit’s current, former or potential customers, employees, contractors, vendors or other agents who are located in the European Union.
Without limiting the foregoing, if you Process EU Personal Data, the following provisions apply:
12. PCI COMPLIANCE
If your Developer Application(s) exchange credit card or debit card data with Intuit products or services, you must only distribute Developer Applications that (i) comply with local laws, credit card association and processor regulations, including but not limited to, all requirements set forth in the Payment Card Industry (“PCI”) Data Security Standard and the Payment Application Data Security Standards, as applicable (which can be found at https://www.pcisecuritystandards.org/) for protecting cardholder data, and (ii) ensure secure data handling in compliance with all regulations, including industry standard secure access mechanisms such as SSL based HTTPS connections. Intuit reserves the right to deny access to any of its credit card processing services to any Developer Application without notice for any reason. In the event that access is denied to Intuit’s credit card services, you agree to continue treating cardholder data as confidential and protect cardholder data in compliance with local laws, credit card association and processor regulations including, but not limited to, all requirements set forth in the Payment Card Industry Data Security Standard for protecting cardholder data. Upon request, you will provide documentation evidencing your compliance with all applicable PCI requirements. If we reasonably believe that a security breach or compromise of data has occurred, we may require you, at your expense, to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us or our security providers.
13. ADDITIONAL TERMS
13.1 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.
13.2 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 (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.
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 websites
13.4 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.
14. DISCLAIMER OF WARRANTIES
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 AND THEIR 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 OF 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.
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.
15. INDEMNIFICATION OBLIGATIONS
15.1 By Developer
You agree to indemnify, defend and hold Intuit, its officers, directors, employees, its affiliates, subsidiaries, licensors, suppliers and service providers (collectively, “Representatives”) harmless from any and all claims, liabilities, damages, losses, costs and expenses (whether direct, indirect, special, or consequential), including but not limited to reasonable attorneys’ fees and costs, arising out of any claims alleging or relating to (i) your applications, trademarks, logos or marks infringe any third party intellectual property rights, (ii) your development, marketing, support or distribution of your Developer Application; (iii) your use of the Services, including any data provided via the Services; (iv) your Content; (v) a Security Incident involving your Developer Application, your system, or the unauthorized use, access or disclosure of confidential or personal information, or (vi) your breach of your agreement with third parties, (vii) your breach of this Agreement (collectively referred to as “Claims”), provided that Intuit promptly notifies you of the Claim from any third party.
Notwithstanding any provision to the contrary in this Agreement, you agree that: (i) you and Intuit are not involved in the same Processing of the Personal Information, do not jointly determine the purposes and means for Processing Personal Information and are not “joint controllers” for the purpose of Applicable Data Protection Laws; and (ii) to the extent permitted under Applicable Data Protection Laws, Intuit shall not be liable (whether jointly or severally) for any compensation, damages, losses, fees, or costs resulting from your Processing of the Personal Information.
16. LIMITATION OF LIABILITY
INTUIT SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITES, YOUR USE OF THE SERVICES, INCLUDING ADD-ON SERVICES, DEVICE OPERATING ENVIRONMENT, THE SITES OR THIS AGREEMENT, EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INTUIT’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIME BE LIMITED TO A MAXIMUM OF $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or 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. It is important that you review this Agreement whenever we modify it because of your continued use of the Services indicates your agreement to the modifications.
Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates this Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Intuit policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Intuit’s interests or those of another user of the Services. Upon Intuit notice that your use of the Services has been terminated 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 3, 4, 6, 8 through 24, and such other provisions which, by their nature, should survive beyond the term of this Agreement will survive and remain in effect even if this Agreement is terminated.
19. EXPORT RESTRICTIONS
You acknowledge that the Services, 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.
20. ANTI-BRIBERY AND ANTI-CORRUPTION
You agree to fully comply with the provisions of the United States Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development (“OECD”) and UK Bribery Act 2010 and any other law applicable to the specific territory where your Developer Application is distributed, prohibiting foreign bribery and improper payments. Without limiting the generality of the foregoing, you represent and warrant that you have not and shall not at any time during the Term of this Agreement pay, give, or offer or promise to pay or give, any money or any other thing of value, directly or indirectly, to or for the benefit of: (i) any government official, political party, or candidate for political office; or (ii) any other person, firm, corporation or other entity, with knowledge that some or all of that money or other thing of value will be paid, given, offered or promised to a government official, political party or candidate for political office, for the purpose of obtaining or retaining any business, or to obtain any other unfair advantage, in connection with Intuit’s business. Further, you agree to maintain complete and accurate books and records of any transactions related to this Agreement. Intuit has the right to audit your books and records for compliance with this Section 20 in the event Intuit has reason to suspect or is placed on notice that you are in violation of this Section 20 or as required by law.
21. GOVERNING LAW
California state law governs this Agreement without regard to its conflicts of laws provisions.
Most disagreements can be resolved informally and efficiently by contacting our developer support team. If you are a U.S. customer:
YOU AND INTUIT AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT (A “CLAIM”) WILL BE DETERMINED BY BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF IN COURTS OF GENERAL JURISDICTION.
Small Claims Court. Either you or Intuit can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Intuit may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.
Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Intuit are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Services.
Notice of Claim. If you elect to seek arbitration, you must first send to Intuit a written Notice of your Claim (“Notice of Claim”). The Notice of Claim to Intuit should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Intuit to use to contact you. If Intuit elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Intuit, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
Commencing Arbitration or Small Claims Proceedings. You and Intuit agree that, after a Notice of Claim is sent but before either you or Intuit commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Intuit may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Intuit agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the 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, except as modified by this Agreement. Unless Intuit and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.
Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Intuit will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Intuit, and you and Intuit waive any objection to such fee modification.
Class Action Waiver. YOU AND INTUIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if you have elected arbitration, unless both you and Intuit agree otherwise, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Intuit believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this Section 14(i), then you agree that Intuit may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section shall be null and void.
23. NO THIRD PARTY BENEFICIARIES
You understand and agree that for the purposes of the Contracts (Rights of Third Parties) Act 1999, Intuit’s affiliates and subsidiaries are third party beneficiaries and shall be entitled to enforce the terms of this Agreement against you but any changes may be made to this Agreement by Intuit without their consent. Other than as provided above this Agreement is intended for the sole and exclusive benefit of the signatories. Nothing in this Agreement is intended to or shall be construed to give any person, other than the parties hereto, any legal or equitable right in respect of this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit regarding its subject matter 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 this 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 may not assign or transfer this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer this Agreement 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 24 shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: firstname.lastname@example.org.
August 27 2021