Exhibit A: Supplemental Terms of QuickBooks Developer Applications

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 are developing an application to connect with QuickBooks and shall prevail over any conflict or inconsistency with the General Terms of Service or Additional Terms and Conditions.

1. Definitions

Capitalized terms in this Exhibit will have the meanings set forth below if different from the definitions in the Agreement.

QuickBooks API” refers to widgets and data services that allow QuickBooks integration to be integrated on a third party site or service. Integration points include:

  • OAuth
  • OpenID
  • QuickBooks Web Connector
  • Data integration with QuickBooks (REST APIs or the QBXML SDK)
  • Embedding of any QuickBooks API (“Connect to QuickBooks” or “Blue Dot”) widget

Intuit App Center” means the application marketplaces at *apps.intuit.com and desktop.apps.com* or other Intuit-controlled sites, channel or location (including within the QuickBooks product) where applications may be marketed or made available to customers.

Licensee” means an individual or entity who obtains a license or access to use your Developer Applications. Access or use of a Developer Application by any user shall be deemed used by Licensee.

Program” means Intuit’s program that allows Developer Applications to be marketed or distributed via the Intuit App Center.

2. QuickBooks Developer Application Requirements and Territory

You may market and distribute your Developer Applications to users in any country subject to your compliance with all applicable laws and regulations and the terms of this Agreement. Notwithstanding any terms, you agree you will not violate any local, state, national or international law or regulation in connection with (i) your use of the Services, including materials or information provided via the Services; (ii) your use, marketing or distribution of a Developer Application; or (iii) your use, distribution or storage of End User Data.

3. QuickBooks Data Transfer

QuickBooks Desktop Data.Intuit may allow data to be transferred to and from QuickBooks® Desktop software through your Developer Application via the QuickBooks Desktop SDK (QBXML SDK and QuickBooks Web Connector). Intuit is not obligated to provide any technical or other support for Developer Applications for QuickBooks Desktop. You understand and agree that you will be solely responsible for providing all customer and technical support including the ability to sync data from and to QuickBooks Desktop and maintenance for your Developer Applications.

QuickBooks Online Data.The ability to synch data to and from QuickBooks Online is a feature of QuickBooks Online that is provided by Intuit directly to its end-user customers. Intuit provides maintenance and support of data transfer for end-user customers with active QuickBooks Online subscriptions. However, Intuit is not obligated to provide any technical or other support with respect to any Developer Applications. You understand and agree that you will be solely responsible for providing all customer and technical support and maintenance for your Developer Applications. Additionally, your Developer Application may be impacted if it relies on current QuickBooks Online data from customers with inactive QuickBooks Online subscriptions. Please click here for more information about QuickBooks Online.

4. Marketing & Resale of Developer Application through Intuit App Center

4.1 Eligibility.

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.

4.2 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 Exhibit.

Notwithstanding any references in this Exhibit 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 Exhibit. You shall retain all ownership rights to your Developer Application(s) subject to any license you grant to Intuit and Licensees.

4.3 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.

4.4 End User Customer Relations.

You, and not Intuit, are the licensor of your Developer Application to end user customers. You agree to provide each Licensee with an end user license agreement or terms of service (“EULA”) that contains terms in accordance with the Agreement. You, and not Intuit, are responsible for providing all customer and technical support and maintenance for your Developer Applications. 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.

If termination of a Licensee’s access to any Developer Application is due to nonpayment of License Fees, the Licensee shallbe notified that the Licensee’s data shallbe deleted if the Licensee does not retrieve it during the notification period.

If Intuit permanently discontinues a specific marketing and sales channel, Intuit (i) shallsend notification to you via e-mail at least sixty (60) days prior to such discontinuance and (ii) shallpost notification on the website at least thirty (30) days prior to such discontinuance. In such instance, Licensee shall be responsible for retrieving Licensee data from the Service during that sixty (60) day period.

Termination terms for QuickBooks Developer Applications shall be determined by you as stated in the EULA between you and the Licensee. Notwithstanding such terms, Intuit may, upon Licensee’s request, cease providing Licensee’s data to you at any time.

4.5 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.

February 2017