Exhibit D: Supplemental Terms for QuickBooks Payments Developer Applications

Intuit may offer you our payments API that will allow you access to our end user payments data for use with your Developer Application (“Payments API”). Your use of the Payments API is subject to the Intuit Developer Terms of Service (“Agreement”). The following Terms and Conditions also apply where you are developing an application to connect with QuickBooks Payments and shall prevail over any conflict or inconsistency with the Agreement. By installing, accessing, or using the Payments API, you agreed to these terms. If you do not agree to these terms, then you may not use the Services.

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:

  • SSO
  • Data integration with QuickBooks
  • QuickBooks data access management
  • Embedding of the QuickBooks API (or “Blue Dot”) widget in the top right hand corner

Intuit App Center” means the application marketplace at *appcenter.intuit.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 Payments Developer Application Requirements and Territory

You may use the Services for Developer Applications that integrate with QuickBooks Payments for end users with businesses located in the U.S. with a U.S. tax ID only (“Territory”) using U.S. currency. Currently, Intuit does not provide our payment services to end users outside of the U.S. You may, however, 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. You also agree to develop your Developer Application in compliance with our security requirements [click here to view].

3. QuickBooks Payments Data

Access to the end user data is limited to data from end user customers who use and pay Intuit for the QuickBooks Payments service. Intuit is not obligated to provide you or your end user with any services, including any technical or customer service support for your QuickBooks Payments Developer Application. 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 Payments and maintenance for your Developer Applications.

4. Developer as Solution Provider

As a Developer you may provide payment related services to Licensees where you submit payment transaction information on behalf of Licensees to Intuit for Intuit’s merchant payment services, provided to Licensees under separate terms and conditions (“Merchant Agreement”). You must provide payments related services in accordance with these terms, this Agreement and Intuit’s policies and restrictions which may be made available on the Intuit website. You agree to (a) handle, use and transmit information in accordance with Intuit’s security and service level requirements; (b) be responsible for all Licensee information in your possession or under your control at all times; (c) not access or modify payments information that you receive from Licensee or Licensee’s customers; (d) not aggregate payments information of two or more Licensees when submitting such information to Intuit; (e) immediately cease accessing Licensee’s information and providing payments services upon Licensee’s request or termination with you; and (f) upon Intuit’s request, enter into agreement with third parties such as Intuit’s payment processor or bank. Intuit shall not be liable for paying you any fees or consideration for its service or your Developer Application. Developer shall indemnify, defend and hold Intuit harmless for any claims, fees and expenses arising from Licensees or third parties, including any claims in connection with the Merchant Agreement.

5. Marketing & Resale of Developer Applications through Intuit App Center

5.1 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.

5.2 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.

5.3 Warranties; Restrictions; 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.

5.4 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. This includes your obligation to provide your Licensees with support services for data transfer to and from QuickBooks for desktop. 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 shall be notified that the Licensee’s data shall be deleted if the Licensee does not retrieve it during the notification period.

If Intuit permanently discontinues a specific marketing and sales channel, Intuit (i) shall send notification to you via e-mail at least sixty (60) days prior to such discontinuance and (ii) shall post 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.

5.5 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.

September 2015