Last revised September, 2019. Summary of changes:
July 2019 summary of changes:
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 document consists of the following sections:
A. GENERAL TERMS
This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including Content (defined below), updates and new releases (collectively, the “Services”). This Agreement includes by reference:
2. YOUR RIGHTS TO USE THE SERVICES
2.1 Usage is nontransferable.
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 Third party use not permitted.
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:
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:
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:
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. This means that Intuit may use your data to improve the Services 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.
5.1 California Consumer Privacy Act
For the purposes of the California Consumer Privacy Act (“CCPA”), Intuit shall be considered a Business and/or Third Party, as applicable. Where Intuit acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Intuit is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable Intuit to (i) share any and all Personal Information you provided with any Intuit company, including Intuit Inc. and any parent, subsidiary, affiliate, or related company of Intuit Inc. (collectively, the “Intuit Family Companies”), and (ii) use any such Personal Information in connection with any and all Intuit Family Companies’ internal operations and functions, including, but not limited to, improving such Intuit Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Intuit Family Companies does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
6.1 You are responsible for your content.
a. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Intuit a worldwide, royalty-free, non-exclusive license to host and use your Content. 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 any of your Content that you submit through the Services.
6.2 Restricted 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.
6.3 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.
6.4 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.
6.5 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.
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 (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
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
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.
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, EXEMPLARY, 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.
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 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 the 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 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, 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.
13. GOVERNING LAW
California state law governs this Agreement without regard to its conflicts of laws provisions.
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.
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 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 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 shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: firstname.lastname@example.org.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE INTUIT DEVELOPER SERVICES
These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.
USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT DEVELOPER 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.
You understand that your use of the Services and any distribution of an application, platform or service developed, owned, distributed or made accessible by you as a developer (“Developer Application(s)”) shall be limited solely to authorized countries identified in the applicable Exhibit for your particular application (the “Territory”).
Subject to the terms of this Agreement, Intuit grants you a limited, royalty-free, non- assignable, non-transferrable, revocable, personal and non-exclusive license to use and reproduce elements of the Intuit SDK and the Services solely to develop or test your Developer Applications. Intuit provides the following to developers under the Services:
2.1 Intuit SDK.
The Intuit SDK is collectively comprised of the QuickBooks Desktop SDK and the QuickBooks Online SDK, with the applicable licensing terms as further specified below:
a. QuickBooks Desktop SDK (a/k/a the QBXML SDK). It means the QBXML Software Development Kit and any associated developer documentation, tools, software code, modules, libraries, APIs, sample data, test accounts, toolkits or other materials made available by Intuit (collectively the “QBXML SDK”). You agree that you will not (and will not permit any third party to) directly or indirectly: (a) distribute, sell, lease, rent, lend, or sublicense any part of the QBXML SDK to any third party except as permitted herein; (b) modify, create derivative works of, reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the human readable form of the QBXML SDK; (c) conduct benchmark testing using all or any portion of the QBXML SDK; (d) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the QBXML SDK; and (e) engage in any activity with the QBXML SDK that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, data, or other properties or services of Intuit or any affiliated third party. You understand that certain software packages, libraries, or components of the QBXML SDK 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.
and subject to the license terms at:
You understand and acknowledge that your use, reproduction and distribution of any the QBO SDK and such derivative works are governed solely by the terms of that license.
2.2 Sandbox Environment.
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 your internal testing of your Developer Application. You shall not use such tools, materials and sample data for other purposes, including commercial use to operate or interface with your 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. You agree that you will not use any robot, spider, or other automatic device to create QuickBooks or developer accounts for any use and you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. 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.
2.3 QuickBooks “Harmony” Design Assets License.
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 our design guidelines and requirements, which are available on the Intuit website. 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 atapps.intuit.com .
2.4 Compliance with Developer Requirements and Guidelines.
All developers must comply with the Developer Requirements and Guidelines [click here to view] through their use of the Services, which may be updated by Intuit from time to time. Such guidelines include, but are not limited to: (i) security guidelines; (ii) acceptable use policy; (iii) naming and trademark use guidelines; and (iv) design guidelines.
2.5 Developer Application Distribution/Access.
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 13 in all material respects; (iii) you comply with all applicable local, state, national or international laws or regulations, and policies of regulatory bodies or agencies in the territories that you operate in or market or distribute the Developer Application into, including territories where you collect or gather End User Data from (“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 will 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 (viii) 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, distribution or storage of End User Data.
2.6 End User Data.
To the extent your Developer Application receives, obtains, collects, stores or has access to any end user data, including but not limited to personal, business, financial, user names, passwords, email addresses, geo-location data, credit card numbers, social security numbers, account records and anything related or derived from the foregoing (“End User Data”), and you perform any operation or set of operations on that End User Data (“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.
3. 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 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.
4. INTUIT APP CENTER
Provided your Developer Application is approved for distribution by Intuit pursuant to Section B3 above, you may be selected by Intuit to market or distribute your Developer Application via the Intuit App Center or Intuit website or channel (“App Center”), subject to your compliance with this Agreement and the Intuit App Center Terms and Conditions [click here to view]. You may be required at Intuit’s discretion to market your Developer Application via the App Center, as a condition of using the Services.
5. PROTECTED INFORMATION
5.1 Use of Protected Information.
”Protected Information” shall mean information related to you, your Developer Application or your End User Data.
You agree that Intuit and a third party subcontractor acting on Intuit’s behalf may: (i) during the term of this Agreement, use any and all Protected 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 Protected Information to directly solicit your end users; (ii) use the Protected 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; (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 or your end users, and all Applicable Laws; and (iv) at all times, to the extent permitted by law, use and disclose Protected Information in a manner that: (1) does not reveal any “nonpublic personal information” (nonpublic personal information is defined under subtitle A of Title V of the Gramm-Leach-Bliley Act, 15 USC 6801 et seq and its implementing regulations), of your individual end users; and (2) does not reveal that the Protected Information is derived from Intuit’s relationship with you hereunder. Intuit will not use or allow the Protected Information to be used in any manner not permitted under this Section 5.1(a).
Intuit may use anonymous and aggregated Protected 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.
Additionally, you grant Intuit the right to identify your Developer Application in any Intuit marketing materials, including on Intuit websites.
5.2 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 End User Data 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 customer data while the Security Incident is ongoing or in the future. Remedial Action must include notifying Intuit when the issue is resolved.
5.3 Privacy Shield and EU Compliance.
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.
You will promptly notify Intuit at http://help.developer.intuit.com if you can no longer meet your obligations under this Section 5.3.
Intuit participates in and has certified their compliance with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (together with the “Privacy Shield Framework”) for the transfer of EU Personal Information. You shall only Process EU Personal Data provided to you by Intuit in accordance with this Agreement, the General Data Privacy Regulation (GDPR), and the Privacy Shield Framework principles. Additionally, you hereby expressly agree to assist Intuit with any request from the US Federal Trade Commission, the US Department of Commerce, and/or data protection authorities in the EU with respect to the Processing of EU Personal Data, to the same extent that such investigatory and other jurisdiction would apply to Intuit.
Without limiting the foregoing, if you Process EU Personal Data, the following provisions apply:
5.4 Records, Assessments, Audits, Inquiries
5.4.1 Security Scans
You will maintain records to demonstrate compliance with Section 2.6, this Section 5, and any Applicable Data Protection Laws and provide such records to Intuit upon its request. If you are collecting EU Personal Data such records shall include but not be limited to (i) the legal basis for Processing and (ii) records of the verifiable consent under Applicable Data Protection Laws. Intuit or its duly authorized representatives shall have the right, at any time and without notice, to access and test your application to ensure that your application and the data you receive from us are safe, implement reasonable technological and administrative safeguards for this data, and that your application and data processing complies with Applicable Data Protection Law(s) and this Agreement.
You will (i) allow Intuit to conduct system vulnerability scans within two (2) weeks of request, or provide access to reputable scan results, as determined by Intuit, conducted within 365 days of Intuit’s receipt of the results; (ii) complete a security affidavit provided by Intuit within two (2) weeks of Intuit’s request; and (iii) agree to promptly take action to correct any security issues identified by the system vulnerability scans (the “Security Scan”).
Intuit reserves the right to question or reject the scan results. If Intuit rejects the scan results you will either (1) permit Intuit to conduct system vulnerability scans either directly or through a third-party; or (2) You will conduct a new security scan to demonstrate compliance with Section 2.6 and Section 5 of this Agreement and any Applicable Data Protection Laws.
Upon reasonable notice, you agree to permit Intuit to conduct an audit, either directly or through a third party auditor, of your books, records (including, but not limited to, security scan records), systems, files, and any other necessary information and to provide access to your premises for the purpose of verifying your compliance with Section 2.6, this Section 5, and any Applicable Data Protection Laws. Each party shall bear its own costs in connection with such audit.
You agree to promptly take action to correct any demonstrable security issue affecting Protected Information or breach of this Agreement and to inform Intuit of such actions. If action is not promptly taken to Intuit’s satisfaction, Intuit may terminate the Agreement and your use of the Services for cause.
Upon Intuit’s request pursuant to a regulatory, governmental or end user inquiry, you agree to fully cooperate with Intuit, including providing Intuit with access and information relating to your business and Developer Application, to assist with any investigation or inquiry related to your use of the Service or the development, marketing or distribution of the Developer Application, or any Processing of personal data. To the extent that Intuit and you deem appropriate from time to time, each party may designate a contact point for individuals, and each contact point will work collaboratively with the other to achieve compliance with Applicable Data Protection Laws.
6. 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.
7. TRADEMARKS AND NAMING
7.1 Intuit Marks. “Intuit Marks” means the Intuit, QuickBooks, QuickBooks Online, QB and QBO trademarks and service marks, and their respective logos.
7.2 Limited Use of Intuit Marks.
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 Desktop and QuickBooks Online products only, as applicable, and solely within your own marketing and promotional materials for your Developer Application(s). Such materials must be directly related to the sale and support of the compliant Developer Application(s) and no other applications, products or services, whether provided by you or by third parties. Your use of any Intuit Marks must also comply with all applicable Intuit branding and trademark usage guidelines which may be provided by Intuit and updated by Intuit from time to time. Intuit reserves the right to object to uses of the Intuit Marks it deems to be misleading, confusing, unfair or otherwise damaging to the Intuit brand and Intuit’s ownership therein or otherwise fails to meet our trademark restrictions.
7.3 No Use of Intuit Marks in Developer Naming, Branding; Further Usage Restrictions.
You agree you will not use the Intuit Marks, elements of the Intuit Marks or phonetic equivalents of same: (a) as part of any name or brand for the Developer Applications themselves; (b) as part of any name, brand, company name, service name or trade name, including but not limited to your own company name, trade name or DBA name; (c) on direct business source identifiers, such as stationery, business cards, company signs, domain names or company website titles; (d) in connection non-tested products; (e) in any other manner not licensed or approved by Intuit, including but not limited to use on promotional merchandise (e.g., t-shirts), tradeshow booth signage, technical support or consulting services, or other goods or services; or (e) in connection with Developer Applications that are or could be deemed by Intuit, in its sole judgment, to violate Intuit’s Developer Guidelines. You agree that you will not use or register, in any jurisdiction, any Developer Application name, other product or service name, trademark, service mark, logo, trade name, company name, internet domain name, screen name or other signifier containing or similar to “QuickBooks”, “QB”, “QBO”, “QBSE”, ”Intuit”, “Intu”, “tuit”, “Quick”, “Turbo”, “Mint”, “ProAdvisor”, “ProConnect” or alternative spellings or phonetic equivalents thereof. For the avoidance of doubt:
7.4 Proper Attribution and Disclaimer.
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 all use of the Intuit Marks by you shall inure to the sole benefit of Intuit. You agree you shall not in connection with the Developer Applications or for any other reason: (a) use or register in any country, state or other jurisdiction any trademarks, service marks, trade names, keywords, screen names or Internet domain names containing elements of, or similar to the Intuit Marks; (b) challenge Intuit’s ownership or use of the Intuit Marks; or (c) combine any of your own names or marks with any Intuit Marks. If Intuit notifies you of any such confusion or risk of confusion, you shall take appropriate steps to immediately remedy or avoid such confusion or risk thereof, including immediate assignment of any applications, registrations or other rights to Intuit at your expense.
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.
9. INDEMNIFICATION OBLIGATIONS
9.1 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.
9.2 By Intuit.
Intuit will indemnify, hold harmless, and defend you from and against any action brought against you by a third party to the extent that it is based upon a claim that the Services infringes any U.S. patent, copyright, trademark or trade secret, or any intellectual property rights recognized under U.S. law, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded either by final judgment or settlement against you, provided that you: (i) promptly notify Intuit in writing of the claim; (ii) grant Intuit sole control of the defense and settlement of the claim; and (iii) provide Intuit, at Intuit’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. Intuit will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) modifications to any part of the Services made by a party other than Intuit or its agents, if a claim would not have occurred but for such modifications; (b) the combination, operation or use of the Services with equipment, devices, software, service or data not supplied by Intuit, if a claim would not have occurred but for such combination, operation or use; or (c) your failure to use an updated or modified version of the Services if provided by Intuit to avoid a claim. The provisions of this section set forth Intuit’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind in connection with the Services.
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 End User Data, do not jointly determine the purposes and means for Processing End User Data 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 End User Data.
10. STORING USER CREDENTIALS
Your storage of user credentials (e.g., username, password, account numbers, etc.), must comply with Intuit’s Password Policy [click here to view].Only Developers who receive prior written approval from Intuit may store any user credentials that may be used to access end user data from another source (e.g., the end user’s financial institution).
11. 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.
12. ANTI-BRIBERY/ 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 the 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 in the event Intuit has reason to suspect or is placed on notice that you are in violation of this section or as required by law.
13. DEVELOPER APPLICATION MINIMUM END USER TERMS
The following terms apply to all Developer Applications. Additional terms and conditions apply if you are using the Intuit Financial Data APIs. Please see Exhibit C.
You (“Developer”) must include minimum terms with any distribution of a Developer Application that you make available to any end user, customer, partner, or other third party (“Licensee”), which are no less protective of Intuit and its affiliates and suppliers than those set forth below. Developers who’s Developer Application is for its own use as a Licensee must also comply with the following terms:
14. DEVELOPER APPLICATIONS ADVERTISING RESTRICTIONS
14.1 Advertising Restrictions
If you include any authorized references to QuickBooks or any other applicable Intuit products or brand names in the advertising or promotion of your Developer Applications, you must comply with these Advertising Restrictions. The restrictions include but are not limited to advertising displays, advertising and marketing copy, web or print-based materials, search engine marketing and ads, and representations about interoperability with Intuit products. Developers may not make any false or misleading representations that Intuit officially endorses or “authorizes” a particular Developer, or that Intuit recommends any particular Developer over any other.
14.2 Pay Per Click / Search Engine Advertising Restrictions
Developer understands and agrees that Intuit retains the right to remove any ads that, in Intuit’s sole discretion, do not comply with these restrictions. All sponsored ad titles must lead with Developer’s own marks or names, or with industry descriptors, and cannot lead with Intuit brands. For example, all sponsored ad titles must be structured as “XYZ for QuickBooks” instead of “QuickBooks XYZ.”
Additionally, Display URLs in search engine and other advertising cannot use or incorporate an Intuit Mark in or into the front portions of the URL, or into the root domain itself.
You may not bid on Intuit Marks (such as “QuickBooks”) as standalone keywords in search engines. You can only bid on keywords that include Intuit marks as part of a larger phrase or search string to directly advertise Developer Applications that interoperate with Intuit products. For example, you may bid on keyword phrases that contain *both* QuickBooks and at least one additional word like “CRM,” “Sales Tax,” “Point of Sale,” “Inventory” and the like.
Additionally, you agree you will negative match for the specific search engine keywords below:
Intuit QuickBooks online
Www intuit com
QuickBooks tech support
QuickBooks technical support
QuickBooks phone support
QuickBooks phone number
QBO Intuit com
QuickBooks intuit com
Intuit com Intuit
QuickBooks by Intuit
You may use a limited number of screenshots from the Intuit software for illustrative purposes (e.g., educational guides, how-to books, training presentations, product reviews, etc.) provided you adhere to the following guidelines:
C. EXHIBITS: ADDITIONAL TERMS AND CONDITIONS FOR INTUIT DEVELOPER SERVICES
Your use of the Services provided by Intuit are subject to the General Terms of Service above including the Additional Terms and Conditions. The following Terms and Conditions also apply where you have selected these optional services and shall prevail over any conflict or inconsistency with the General Terms of Service or Additional Terms and Conditions above.