Version 09172024

Your license to use the Lacerte Desktop Software provided by Intuit and other Services described below is subject to the Section A terms above (“Section A Terms”) and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistency with the Section A Terms.

IMPORTANT NOTICE 

INTUIT IS A SERVICE PROVIDER: The parties agree that, for purposes of this Agreement and the personal information provided to us to provide you the Software or Services hereunder, you are a “Business” or “Controller” and Intuit is a “Service Provider” or “Processor” as defined by relevant data protection laws. As a Business with the direct relationship with your customer, you acknowledge that you are solely responsible for collecting and maintaining all required and appropriate warnings, information, disclosures, and consents to your customers or workers. When you use our Software or Services, you instruct us to process personal information as needed to provide you the Software or Services, and you represent that your instructions are compliant with relevant laws, rules, and regulations. You further acknowledge that all relevant personal information disclosed to Intuit is for the business purpose of providing you the Software or Services. 

As a Service Provider, we will not: (1) retain or use personal information other than as needed to provide the Software or Services or as otherwise described herein; (2) sell or otherwise disclose personal information except to relevant Service Providers needed to render the Software or Services; or (3) combine personal information collected from your use of the Software or Services with personal information from other customers or third parties, including information collected directly by us. For the avoidance of doubt, sharing of personal information among Intuit Group Companies does not constitute a sale or sharing as defined by applicable data protection laws. 

You acknowledge and permit Intuit to use aggregated and deidentified personal information to analyze and improve the Software, Services and our Platform. This may include development of emerging technologies such as generative A.I. across our Platform to provide you and other customers better insights, features and capabilities. 

You further agree that any information provided to Intuit may be subject to disclosure and use limitations as described in Internal Revenue Code Section 7216.

Intuit operates as a Platform and allows consumers to connect and import their data across our products and Services. As such, you understand and acknowledge that we may (1) provide customers access to their personal information which you collect through your use of the Services, including current and historical tax returns and (2) store, process or access personal information outside your country of residence. You acknowledge that once your customer elects to import their personal information into other Intuit products and services, it may be used and disclosed as described in Intuit’s Global Privacy Statement. 

In the event we are no longer able to comply or otherwise meet these obligations, you will be promptly notified. 

Archive your Content frequently. You are responsible for any lost or unrecoverable Content. Intuit is not responsible for the Content or personal information you provide through your use of the Software or Services.

Intuit follows internal guidelines for secure, responsible and compliant handling, disposal, destruction, or de-identification of personal information to prevent unauthorized access or use.

Intuit certifies that it understands and will comply with its obligations under this Important Notice. Provisions of this Important Notice supersede prior agreements or understandings which may be contrary to those stated herein.

1.         DEFINITIONS. Capitalized terms not otherwise defined below have the meanings provided in the Section A Terms above:

(a)         “Branch Office” shall mean any additional business location(s) exclusively owned and controlled by Licensee, which is/are geographically separate from the Host Office, but at which Licensee also wishes to manually install and use the Software to prepare and file Licensee’s clients’ returns. As set forth below, Licensee must purchase a separate supplemental license from Intuit for each standalone Branch Office, up to a maximum of four (4) allowable additional Branch Office locations per Tax Year (as defined below), and must provide Intuit with the physical address information for each.

(b)         “Fast Path Services” shall mean the services that support the Lacerte Tax Software during the Service Period defined below, including technical support, electronic filing (as described below), pay-per-return (also known as “Remote Entry Processing” or “REP”) access, Intuit Tax Advisor and other connected services which are posted on the website for the Lacerte Tax Software. Licensees of the Lacerte Tax Software will have the ability to use the Fast Path Services. Intuit reserves the right to change the Fast Path Services at any time, and the changes will be effective when posted on the website for the Lacerte Tax Software or when Intuit notifies Licensee by other means. Only one Fast Path license for each Electronic Filing Identification Number (“EFIN”) is permitted. Each Fast Path user license and some Fast Path Services may require additional fees. 

(c)         “Host Office” shall mean the primary business name and location of Licensee where the Software is physically installed and used, the address of which is provided by the Licensee to Intuit as evidenced in Intuit's records. The name and address for Host Office in the Software should match the name and address in Intuit’s records and the name and address Licensee provided to the IRS as part of Licensee’s EFIN registration.  

(e)         “Lacerte Tax Software” shall mean the Intuit Lacerte desktop software designed for professional tax preparers to tackle complex individual and business returns.

(f)         “Licensee” shall mean a user, as well as “you” or “your,” who has purchased and is entitled to the benefits of the Software and Fast Path Services during the Service Period.

(g)         “Service Period” shall mean the calendar year January 1, 2025 to December 31, 2025 for Tax Year 2024. Software may be available before the Service Period begins to certain Licensees.

(h)         “Software” shall mean (a) the Lacerte Tax Software with which this Agreement is included, Fast Path Services, and any other related software, modules, products or services offered by Intuit, that subsequently or concurrently may be licensed to you by Intuit, its affiliates and/or suppliers in connection with your use of the Lacerte Tax Software; (b) any accompanying or related materials such as reference manuals and operating instructions; (c) any Updates (defined below) relating to the same Tax Year or Service Period as the case may be; and (d) any third party software programs or services available or accessible through the Software.  

(i)         “Shared Office User” shall mean the Licensee who is the owner or other authorized employee of the Licensee’s business located at a Shared Office.

(j)         “Tax Year” shall mean the accounting period for keeping records and reporting income and expenses, such as the twelve consecutive months beginning January 1 and ending December 31. For purposes of the Software, Tax Year 2024 precedes the Service Period. 

(k)         “Update” shall mean any revision to the Software, which excludes the Fast Path Services, that provides slight functional improvements, help content, bug fixes or maintenance releases.  

2.          LICENSE GRANT; RESTRICTIONS ON USE. Subject to your compliance with this Agreement, Intuit hereby grants you a non-exclusive, personal, non-transferable, limited revocable license to access and use the Software for which you have paid the applicable fee(s) solely to prepare valid federal and supported state tax return(s), and after proper registration and any applicable payment, to file electronically and/or print such tax return(s). All rights not specifically granted herein are reserved by Intuit. The Software is licensed, not sold, for your use. YOU ACKNOWLEDGE AND AGREE THAT, OTHER THAN LICENSE GRANTED TO YOU UNDER THIS AGREEMENT, YOU SHALL HAVE NO OWNERSHIP OR PROPERTY INTEREST IN ANY SOFTWARE, PRODUCT OR SERVICE PROVIDED HEREUNDER, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL PROPRIETARY RIGHTS IN AND TO ANY SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREUNDER AND LEGAL TITLE THERETO ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF INTUIT OR ITS LICENSORS. 

2.1        The Software is only applicable for Tax Year 2024 and the Service Period. Software for any subsequent tax years or Service Periods shall require a separate end user license agreement and payment of the then-current license fee. Intuit, in its sole discretion, determines the tax forms to be included in the Software. For any forms that are considered optional by the taxing authority, Intuit will determine whether to provide such forms, at its discretion. Certain forms may not be provided in the Software.

2.2        Licensee will only use the Software for the preparation and filing of tax returns on Licensee-owned computers physically located at the licensed Host Office and at each licensed Branch Office. 

2.3        In addition to the above, the Software may be installed and used on the personal computers at the private home residences of the Licensee and its employees, provided that: (i) Licensee and its employees use the Software for the sole benefit of Licensee; (ii) such employees are based out of the Host Office or a licensed Branch Office, (iii) the Software is used only for the purpose of preparing returns that will be signed by Licensee as the paid preparer; and (iv) neither Licensee nor any of its employees meets clients at Licensee's or its employees' homes, or otherwise use their homes in a manner customary for a commercial business office. If Licensee or any of its employees do not meet any of the preceding requirements, such person must obtain a separate license from Intuit. If Licensee or its employees must visit a client at the client’s location in order to prepare that client’s return(s), Licensee or its employees may install and use the Software on firm-owned laptop computers solely for that purpose, provided that the use on such laptop computers at any single client location does not exceed a total of five days in any calendar year and provided that the Software is used solely by Licensee or its employees for preparing tax returns that will be signed by Licensee as paid preparer, in accordance with this Agreement, and for the benefit of Licensee only. The Software may not be used for or by any other person or preparer. 

2.4        Licensee shall not upload, place, install, or use any portion of the Software on or via a wide area network (“WAN”) or on any other type of network or on any electronic medium including but not limited to, World Wide Web sites, file-sharing servers or services, any other server that is Internet-enabled, electronic bulletin boards or forums, timesharing services, application hosting or virtualization servers or services, or on any operating system other than a Windows® operating system, without entering into a separate “WAN” or application hosting license with Intuit, which is offered only at Intuit’s sole discretion, and the terms and pricing of which will depend upon the intended or proposed use. Contact Intuit Sales at 800-765-7777 to obtain more information and to request a WAN or application hosting license. 

2.5        The Software may not be used in a Branch Office or on Licensee’s local area network (“LAN”) without first purchasing a Branch Office license or a LAN license for the network version of the Software, respectively, from Intuit. If Licensee purchases a Branch Office license or LAN license from Intuit, the Software may be installed and used in certain Branch Office or LAN environments provided that certain conditions are met including, without limitation: (a) Licensee first purchases a valid license for the Host Office; (b) Licensee purchases a Branch Office license for each Branch Office location in which it intends to install and use the Software, up to a maximum of no more than four (4) Branch Offices, and provides all Branch Office location and address information to Intuit; (c) all copies of the Software installed at Licensee’s Branch Office(s) and/or on Licensee’s LAN under such additional licenses are used solely by Licensee or its employees for preparing tax returns that will be signed by Licensee as paid preparer in accordance with this Agreement, and solely for the benefit of Licensee only; and (d) the Software is not used for or by any other person or preparer. Contact Intuit Sales at 800-765-7777 to obtain more information and to request Branch Office and/or LAN license.

2.6        If Licensee shares physical office space with another preparer who is not its employee or firm co-owner (and who prepares returns for its own clients), but with whom Licensee shares certain expenses like rent, utilities, paper supplies, etc., Licensee is prohibited from sharing the Software with such other preparer or allowing such other preparer to install the Software on its firm computers. However, such a shared physical office arrangement (“Shared Office”) may be eligible for Lacerte’s Shared Office pricing and terms. Under such terms, each firm must purchase its own, separate license for the Software and separately register the physical street address of the Shared Office as its Host Office address with Intuit; however, the second license purchased by the other preparer at the Shared Office location may receive a discount, in combination with some additional licensing terms. That preparer should call Intuit Sales at 800-765-7777 to obtain more information and pricing terms.

2.7        Intuit shall have the right at any time, at its sole and absolute discretion, to add, modify or delete Services or features and to change the operating interface in any or all of the Software, or to change the hardware and computer system specifications necessary to operate the Software.  

2.8        If Licensee obtains a multi-year purchase agreement for the Software (licensed separately), the terms of this Agreement, as supplemented by the multi-year purchasing terms, will govern Licensee’s use of the Software for Tax Year 2024.

2.9        Notwithstanding anything to the contrary contained herein, in the event Licensee obtains software from Intuit that is accompanied by a terms of service or software license agreement that is not this Agreement (“Separate Software”), then Licensee's use of such Separate Software shall be governed by that software license agreement and not this Agreement. Separate Software includes, but is not limited to, the Intuit EasyACCT Professional Series software, Intuit EasyACCT Business System software, and Intuit EasyACCT Informational Return System software, some or all of which may involve or require the payment of additional fees.

3.          ELECTRONIC FILING SERVICES. If you choose to file returns electronically, the tax returns will be transmitted electronically to the Intuit Electronic Filing Center, where they will be transmitted to the applicable federal or state tax authority. Fast Path Services are required to e-file. Electronic filing for Tax Year 2024 and prior Tax Years is only supported if you license the Software (including Fast Path Services) for the Service Period. The ability to e-file returns for prior Tax Years is typically available for the two Tax Years prior to the current Tax Year but may vary based on the federal and state taxing authority and is subject to IRS e-file shutdown periods. Electronic filing in subsequent Tax Years will require a separate end user license agreement and payment of the then-current fee.

By using the Software to prepare and e-file tax returns, you consent to the disclosure by Intuit to the IRS and any other state or federal tax authority, as applicable, all information pertaining to your use of the Services to create your clients’ returns, and to the electronic transmission of your clients’ returns to the applicable tax authority with which you are filing the return(s). Intuit will retain any records required by law. Intuit cannot guarantee that the tax authority will accept a return due to circumstances beyond Intuit’s control (e.g., incorrect user information, malfunction of the tax authority’s system, etc.). You are responsible for verifying the status of returns that you file electronically to confirm that they have been received and accepted by the applicable tax authority and, if necessary, for filing them manually. 

The Intuit Electronic Filing Center will only accept returns from and transmit returns for authorized IRS e-file providers as set forth by the IRS in Publication 3112 and Publication 1345. You are responsible for verifying that the EFIN information, including name and address, on file with the IRS (or other tax authority, as applicable) is the same information on file within the Software and/or Intuit Electronic Filing Center. Intuit reserves the right at any time to require users of the electronic filing service to provide information verifying that they are authorized IRS e-file providers using a valid IRS-issued EFIN. If you are unable or unwilling to provide information or documentation to verify your validly issued authorized IRS e-file provider or EFIN status in a form acceptable to Intuit, or if Intuit is unable to verify or validate your status, Intuit may block your access or ability to use the Software or your ability to prepare, submit, process or transmit returns via the Software.

4.         REMOTE ENTRY PROCESSING (REP). Remote Entry Processing (“REP”) permits Licensee to use the Software and e-file on a pay-per-return basis at the then-current REP pricing. Fast Path Services are required to use REP. Intuit may at any time and in its sole discretion: (i) change or discontinue any aspect, availability or feature of the REP service; (ii) condition Licensee's use of REP upon Licensee's authorization to have future REP charges automatically debited to Licensee's bank or credit card account; or (iii) suspend and/or terminate the REP service if Licensee is delinquent in the payment of any charges owed to Intuit, including, without limitation, checks returned to Intuit for insufficient funds.

4.1        Licensee agrees to pay the applicable then-current REP transaction fee each time Licensee requests to process a tax return. The then current REP transaction fees are made available through your account. Sales tax will be charged on all REP processing transactions in states where applicable. 

4.2        REP billing statements will be delivered to Licensee monthly via either electronic statements, email or direct mail communication. All statements are due immediately upon receipt. If Licensee has authorized automatic payments, Intuit will automatically charge Licensee’s payment method on file. If payment is not received within thirty (30) days after the statement date, Intuit shall have the right to notify Licensee of such, and to disconnect Licensee from REP and e-filing services. In the event of any such disconnection, Licensee shall be liable for a reactivation charge of up to $50.00 to re-establish REP and e-filing services. In the event payment is not received within forty-five (45) days after the statement date, Intuit shall also have the right to charge late fees on the amount owed, calculated from the statement date to the date of payment, at 5% per annum. In the event payment is received but not honored by Intuit’s processing bank or agent, due to insufficient funds or other reasons, Intuit shall also have the right to charge a processing fee of $29.00 for such insufficient funds.

5.         INTUIT TAX ADVISOR.  Intuit Tax Advisor (“ITA”) is an online Service for tax professionals to offer and create personalized tax strategies and plans. Tax professionals will be able to import and sync data, such as client profile information and full tax returns, from the Software into ITA. ITA is included in Fast Path Services purchased for each Service Period. If you use ITA, the following additional terms in this Section shall apply.

5.1        ITA Authorization and Use. It is your sole responsibility to ensure your right to use personal and tax return information as contemplated by ITA under the Section entitled “Professional Responsibility” in this Agreement is valid and current. Intuit will not be held liable in any way if you have not obtained consent from your tax client; or if the functionality cannot be performed completely or accurately because of anything not reasonably within Intuit’s control, including inaccurate or incomplete information provided by you. Intuit is not responsible for any errors resulting from your use of ITA. You acknowledge that you have the rights and permissions to use any personal and tax return information collected as part of ITA, including potential access or sharing of that information outside of the United States by Intuit and its authorized service providers.

5.2        ITA Disclaimer. ITA is provided for educational and information purposes only, without warranty of any kind, express or implied. While effort has been made to ensure accuracy, Intuit, accepts no responsibility for any errors or omissions, or for any consequences arising therefrom. Neither the provision, nor the receipt of any ITA strategy and/or plan, are intended or should be construed or relied upon to be or constitute, legal or tax advice. 

6.          TECHNICAL SUPPORT. Intuit may, at its sole discretion, provide the following maintenance and technical support for the Software: (a) Software Updates; and (b) technical support via telephone, email or chat.

6.1        Technical Support. Intuit may provide technical support to Licensee through toll free telephone, email, or chat consultation as part of the Fast Path Services during the Service Period. Technical support will be provided only for use of the Software on the hardware and operating systems specified in the documentation for the Software.  Intuit reserves the right to change the terms, conditions, features and pricing of its technical support from time to time.   

6.2        Delivery of Software. Delivery of the Software to Licensee will be by electronic transmission and shall be deemed delivered on the date Intuit makes the applicable Software available for downloading to the general client base of the Software, which may be at a future date from the date of purchase. Licensee acknowledges and agrees that Intuit may, in its sole discretion, issue the Software in any alternative media, including but not limited to DVD or Internet download. Intuit reserves the right to charge additional fees for each issuance of the Software in alternative media.

6.3        Software Updates. Intuit agrees to deliver to Licensee Updates when and if Intuit makes such Updates for the Software generally available to its other licensees, during the Service Period. Updates shall be offered at Intuit's sole discretion and in any alternative media including digital compact disc (DVD), in-product Internet update, or Internet download. Intuit shall have the right, at its sole discretion, to withhold the provision of Updates if Licensee is delinquent in the payment of any charges owed to Intuit including, without limitation, charges for Remote Entry Processing fees. Updates do not include new or add-on software, products or services, or major releases that include significant feature enhancements for which Intuit may, in its sole discretion, require the payment of additional fees. 

7.         ADDITIONAL SERVICES. The following add-on services may not be included in your purchase of the Lacerte Tax Software or Fast Path Services, and may be subject to additional fees or sold separately. You may be offered additional products, services or discounts at Intuit’s discretion, when and if they become available.

7.1         Pay-by-Refund. The Pay-by-Refund or refund transfer program enables Licensee’s clients to pay certain fees and any applicable tax by deducting from the proceeds of their tax refund. More information available here. Pay-by-Refund is provided by Intuit’s third party banking partners, Refund Advantage and Santa Barbara Tax Products Group (“Participating Banks”). Licensee must obtain IRC 7216 consent from their client to enable the Participating Bank or its third party processor to debit these amounts from the bank account that the Participating Bank creates on behalf of the client. Application is required to enroll and Licensee can only enroll in one Pay-by-Refund program at a time. Pay-by-Refund is only available on current-year tax returns. Intuit is not a party to any transactions Licensee may choose to enter into with a Participating Bank and disclaims any liability arising out of such transactions. Visit Refund Advantage and Santa Barbara Tax Products Group’s websites for full terms and conditions.

7.2         Intuit eSignature powered by DocuSign (“eSignature”).   eSignature is an optional add-on service that allows Licensee to provide electronic signature functionality to its clients. In addition to the terms provided in this Agreement, Licensee’s use of the eSignature functionality will also be subject to the DocuSign Master Services Agreement for Resell Customers found when registering and paying for use of the eSignature functionality. Capitalized terms not otherwise defined in the DocuSign Master Services Agreement for Resell Customers have the meanings provided in this Agreement. 

         (i)         eSignatures envelopes can be pre-ordered and purchased in bundles (individually each an “Envelope” within a bundle) for use with the specific Tax Year purchased. Any unused eSignature Envelopes can be used for the specific Tax Year purchased for up to three calendar years. For example, Envelopes purchased for Tax Year 2024 tax returns may be used through December 31, 2027 (calendar year 2025, 2026 and 2027) but only for Tax Year 2024 tax returns and not for future Tax Years. However, current tax year Envelope banks will be used for prior year tax returns if there are no Envelopes available for such prior tax year (e.g., in Tax Year 2024, the current Tax Year 2024 Envelope bank will be used for a Tax Year 2023 tax return if there are no unused Tax Year 2023 Envelopes available).

         (ii)         If eSignature Unlimited access is purchased for a specific Tax Year, Licensee can access unlimited Envelopes for the corresponding Service Period. By way of example, eSignature Unlimited for Tax Year 2024 will provide access to unlimited Envelopes from January 1, 2025 through December 31, 2025.

7.3         Intuit Link.  Licensee can use the Intuit Link online portal to request and collect documents from clients for the purposes of preparing tax returns during the Service Period. More information available here. In addition to the terms provided in this Agreement, use of Intuit Link by Licensee’s client will be subject to separate terms and conditions when they register for the Intuit Link service.

7.4         Document Management Services. Licensee has the option of using Intuit’s Document Management System (DMS) to store documents locally, or SmartVault, a third party cloud storage service, to store files online. In addition to the terms provided in this Agreement, use of SmartVault by Licensee will be subject to SmartVault Corporation’s terms of service when Licensee registers for SmartVault service. 

7.5         Hosting Service powered by RightWorks. Licensee has the option of using the third party hosting service powered by RightWorks to host its use of the Software. In addition to the terms provided in this Agreement, Licensee’s use of the online hosting functionality will also be subject to the RightWorks Terms & Conditions found at https://www.rightworks.com/terms-conditions/. Capitalized terms not otherwise defined in the RightWorks “terms of service” have the meanings provided in this Agreement. 

7.6         Data Import Services. 

         (i)         The tax scan and import service (“Tax Scan and Import”) allows Licensee to import data from scanned or digital source documents into tax forms. This functionality is limited to those forms or items that the Tax Scan and Import service can read. If the form or other item submitted via Tax Scan and Import is not supported or is otherwise unreadable, Licensee agrees to manually enter the data. Not all tax forms, schedules or file types are supported, and file size limitations may apply.

         (ii)         The Software may also allow Licensee or its clients to import, where applicable, certain data directly from participating financial institutions, payroll processors and other third parties (referred to as “Financial Institution Download” or “Tax Form Dropoff”). If Licensee chooses to import data from a third party source on behalf of a client, Licensee or its client must provide Intuit with its and/or its client’s authorization and information to allow Intuit to obtain such data from third parties on Licensee’s or its client’s behalf. Licensee represents that it has or will obtain all the necessary rights to grant Intuit permission to access its or its clients’ accounts with third parties. Licensee is responsible for verifying the accuracy of all information that is imported from thirty party sources.

7.7         Online Data Transfer. Licensee may have the option to transfer its data from the Software to Intuit’s online servers (a “Data Transfer”) in order to facilitate certain interoperability, data integration, and data access between the Software and certain supported add-on or ancillary services Licensee may sign up for and use in connection with the Software (the “Ancillary Services”). Separate fees may apply. In order to use the Data Transfer option, Licensee must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If Licensee uses the Data Transfer option, a copy of all or part of its firm’s data will be transferred via the Internet to Intuit’s servers (the “Transferred Files”), where Licensee grants Intuit the right and license to (i) host and maintain the Transferred Files, (ii) use the Transferred Files to make the Ancillary Services available to Licensee, and (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Licensee’s original data will remain in the Software. If Licensee has signed-up for any Ancillary Services that support Data Transfer, it may also have the option to have the Transferred Files sent to any of those supported Ancillary Services directly. If Licensee authorizes a Data Transfer to a third party Ancillary Service, it authorizes Intuit to provide the Transferred Files to the third party provider of such Ancillary Service. 

8.         REPRESENTATION BY YOU. LICENSEE REPRESENTS TO INTUIT THAT THE FIRM NAME AND ADDRESS THAT LICENSEE PROVIDED TO INTUIT AS EVIDENCED IN INTUIT'S RECORDS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY LICENSEE IN THE NORMAL COURSE OF BUSINESS, AND IF THE FIRM NAME AND ADDRESS IS A SHARED OFFICE OR BRANCH OFFICE, THAT LICENSEE QUALIFIES FOR THE SHARED OFFICE OR BRANCH OFFICE DISCOUNT. If the primary business address for the Host Office and Shared Office is different from the address used in the Software, Licensee must remit adequate documentation evidencing the qualifying status of the Host Office and each Shared Office, e.g. copies of the CPA state licenses of Licensees at the Host Office and each Shared Office; or Enrolled Agent cards or any other state licensing authorization that indicates the business address of the Host Office and Shared Office. If the firm name of any Branch Office does not match exactly with the firm name of the Host Office, or the firm name of the Host Office or any Branch Office is different from the firm name used in the Software, Licensee must remit adequate documentation evidencing the qualifying status of the Host Office and each Branch Office, e.g. articles of incorporation, bona fide partnership agreement, or purchase agreement. Intuit may also require, in its discretion, adequate documentation if the name of the Host Office and Branch Office is the same. Licensee acknowledges that the firm name and address provided to Intuit will appear in the “Paid Preparer” designation on tax returns processed using the Software. ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION WHICH APPEARS IN THE “PAID PREPARER” DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF INTUIT'S REGISTERED COPYRIGHTS (except to the extent the Software contain functionality permitting the preparation of “self-prepared” returns).  

9.         LIMITED WARRANTY. For a period of ninety (90) days after the Lacerte Tax Software delivery date, Intuit warrants that the media on which the Lacerte Tax Software is distributed will be free from defects in materials and workmanship under normal operating conditions. If the media is defective, Intuit will replace the defective media at no charge. Replacement Lacerte Tax Software will be mailed to Licensee or be downloadable through an Update. All warranties or guarantees given or made by Intuit with respect to the Software hereunder (1) are for the benefit of the original Licensee of the Software only and are not transferable, and (2) shall be null and void if a Licensee breaches any terms or conditions of this Agreement.

10.         LIMITATION OF LIABILITY. WITHOUT LIMITING THE LIMITATION OF LIABILITY PROVISIONS UNDER THE SECTION A TERMS, LICENSEE AGREES TO TAKE FULL RESPONSIBILITY FOR ANY AND ALL LIABILITY ARISING FROM THE PREPARATION OF TAX RETURNS USING THE SOFTWARE PROVIDED UNDER THIS AGREEMENT, FOR LICENSEE'S FAILURE TO UPDATE THE SOFTWARE AND FOR LICENSEE’S PROFESSIONAL RESPONSIBILITIES UNDER SECTION 11.

11.         PROFESSIONAL RESPONSIBILITY.  

11.1         Licensee understands and agrees that all decisions regarding the tax treatment of items reflected on tax returns prepared by Licensee using the Software are made solely by the Licensee and that use of the Software does not relieve Licensee of responsibility, including those to any third party, for the preparation, content, accuracy, and review of such returns. Licensee acknowledges that Licensee does not rely upon Intuit for advice regarding the appropriate tax treatment of items reflected on returns processed using the Software. Licensee agrees to review any computations made by the Software and satisfy himself or herself that those computations are correct.

11.2         Licensee accepts full responsibility for: (i) selection of adequate and appropriate Software to satisfy Licensee's business needs and achieve Licensee's intended results; (ii) use of the Software; (iii) all results obtained from the Software, and (iv) selection, use of, and results obtained from any other programs, computer equipment or services used with the Software.

11.3         Licensee accepts full responsibility for obtaining any client and other third party consents or authorizations (in compliance with IRC 7216 and any other applicable law, regulation and governmental licenses) in connection with its use of any services offered in connection with or accessible through the Software (including the transmission to, or processing, storage or retransmission by, Intuit of client tax return information), and hereby represent that it has or will obtain such consents or authorizations. 

11.4         Licensee is responsible for safeguarding taxpayer Information as set forth in the IRS Publication 4600 and Publication 4557.

12.         DATA RETENTION; CONFIDENTIALITY. 

12.1         Licensee agrees that Intuit and its affiliates are not and shall not be responsible for retaining records of its clients' tax information, tax returns or other client data, and hereby release Intuit and its affiliates from, and agree to indemnify Intuit and its affiliates for any liability or damages arising out of, or related to, the loss of any such data. Notwithstanding the foregoing, Intuit and its affiliates may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Software functionality, as well as statistical analysis of such data. Intuit is not required or obligated to provide Licensee with copies of this information. Intuit and its affiliates may also collect, retain and use data related to Licensee’s use of the Software, to create statistics and reports for various business purposes, to understand feature use, to provide Licensee with information or offers for products or services that may be of interest, as well as to improve the Content, Software and Services.

12.2         Information about Licensee’s clients provided to Intuit and its affiliates will not be disclosed to third parties without Licensee’s permission, except in the following instances: (i) to fulfill a request for services requested by Licensee; (ii) to vendors who perform a specific function on behalf of Intuit and its affiliates and have agreed to keep such information confidential; or (iii) when required by law or to comply with a legal process. Such information is available to Intuit and its affiliate employees on a need-to-know basis, who are trained on proper data handling. 

13.         ADDITIONAL THIRD PARTY SOFTWARE LICENSING TERMS. The Software may contain third party software components which are governed by and subject to commercial terms and licenses as provided below. Licensee must comply with any such commercial terms and licenses with regard to these separate third party software components. Intuit makes no warranty concerning these third party software components.

13.1         Adobe Flash 9 9. Adobe® Flash® Player. Copyright © 1996 - 2008. Adobe Systems Incorporated. All Rights Reserved. Patents pending in the United States and other countries. Adobe and Flash are either trademarks or registered trademarks in the United States and/or other countries.

13.2         EmbeddedWB ALL. This product may contain EmbeddedWB ALL, the source code of which can be found here http://www.bsalsa.com. EmbeddedWB ALL is licensed under the terms of the GNU General Public License v2, which can be found here http://www.opensource.org/licenses/gpl-2.0.php.

13.3         Foxit PDF SDK DLL. PDF Reader is Powered by Fox. Copyright © 2003-2021 by Foxit Software Inc.

13.4         Java Runtime Engine 1.8. This product may contain Java Runtime Engine 1.8 Java Runtime Engine is licensed under the terms of the Binary Code Java Platform, Standard Edition Runtime Environment OEM License Agreement, which can be found here http://bugreport.sun.com/bugreport/oemlicense.jsp.

13.5         JaxB 2. Contains JaxB 2, Copyright 2009, Sun Microsystems, Inc. The source code is available at https://jaxb.dev.java.net/ and is licensed under the Common Development and Distribution License (CDDL). You may obtain a copy of the license at http://www.sun.com/cddl/cddl.html. 

13.6         JX for Delphi Win32. Copyright ©2003-2008 J4SOFT. 

13.7         Primitive Collections for Java 1.2. This product may contain Primitive Collections for Java 1.2, the source code of which can be found here http://sourceforge.net/projects/pcj/. Primitive Collections for Java 1.2 is licensed under the terms of the GNU Lesser General Public License v2.1, which can be found here http://www.opensource.org/licenses/lgpl-2.1.php. 

13.8         SharpZipLib. This product may contain SharpZipLib, the source code of which can be found here http://www.icsharpcode.net/OpenSource/SharpZipLib/. SharpZipLib is licensed under the terms of the GNU General Public License v2, which can be found here http://www.opensource.org/licenses/gpl-2.0.php , subject to the GNU ClassPath Exception, which can be found here http://www.gnu.org/software/classpath/license.html.

13.9         Spring Framework 2.5. This distribution may contain Spring Framework 2.5, Copyright © 2009 SpringSource.  Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

13.10         Certain Database Functions

The following are additional license terms for third party software components used to manage the Software client file database, as well as other database functions. The definitions contained in the following sub-license agreement shall apply only to that sub-license agreement.

CodeBase Sub-License Terms and Conditions 

Whereas, Intuit has licensed software from Sequiter Software Inc. (Sequiter) under the terms of the CodeBase Software License Agreement. 

Whereas, Intuit has certain distribution rights to the licensed software provided this legal agreement is imposed upon you, the end-user of Intuit Software (the "CodeBase Sub-Licensee"). 

Whereas, Intuit has agreed not to directly or indirectly distribute software which provides programmatic database capabilities and which also uses the Licensed CodeBase Software unless otherwise agreed to by Sequiter. 

Whereas, this legal document is an agreement between Intuit and you, the CodeBase Sub-Licensee (hereinafter referred to as the "Sub-License Agreement"). 

1. Definitions 

Licensed Software: This is the Sequiter computer programs contained in the CodeBase software package or any computer programs containing parts of the computer programs in the package. These programs could be represented in any form: in print, as electronic source code, as compiled object modules, as a library file, a dynamic link library, or an executable program. It includes the CodeReporter and CodeControls software, which is bundled with CodeBase.

Machine Code: This is a form of software, which is directly understood by the computer hardware and is generated by a compiler from source code.

Executable Software: This is a machine code form of the Licensed Software, which is contained in an executable file. Under Microsoft Windows the name extension of executable software is ".EXE." 

Loadable Software: This is a machine code form of the Licensed Software, which is contained in a DLL, VBX or OCX file. Under Microsoft Windows the name extensions of DLL, VBX and OCX are ".DLL", ".VBX" and ".OCX" respectively.

Distributable Loadable Software: This is all Loadable Software except for the Server Engine Software. 

2. Sub-License

You may use the Distributable Loadable Software with, and only with, application(s) provided by Intuit. You agree not to use the Distributable Loadable Software for any other purpose. You agree not to use the Distributable Loadable Software for the purposes of software development and agree to take appropriate measures to ensure that no one uses the Distributable Loadable Software for the purposes of software development without an appropriate separate license.

3. Copyright 

The Distributable Loadable Software and other accompanying materials, including but not limited to printed or electronic text and images, is owned by Sequiter or its suppliers and is protected by copyright laws and international treaty provisions. Consequently, you may not make copies of this copyrighted material except as expressly provided herein.

4. No Warranties

To the maximum extent permitted under applicable law, the Distributable Loadable Software is provided "as is" without any kind of warranty on behalf of Sequiter Software Inc. You accept full responsibility for determining whether the Distributable Loadable Software is suitable for any particular purpose and for protecting yourself against any possible consequential damages.

5. Severability

If any clause in this Sub-License Agreement is held to be contrary to law, that clause shall be severed and the rest of the Sub-License Agreement shall be enforceable to the fullest extent possible.

6. U.S. Government Restricted Rights. 

The CodeBase software package and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. 

7. You will not modify, disassemble, decompile or reverse engineer any of the Distributable Loadable Software. 

8. Entire Agreement

This Sub-License Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and there are no statements, representations, warranties, undertakings or agreements, written or oral, express or implied, direct or indirect, collateral or otherwise, between the parties hereto, except as herein set forth. 

13.11         Fax Functionality. The following are additional license terms for third party software components used in the Software to provide fax functionality: THE SOURCE CODE VERSION OF TURBOPOWER ASYNC PROFESSIONAL SOFTWARE VERSION 4.06 (Source Code) IS AVAILABLE UNDER THE TERMS OF THE MOZILLA PUBLIC LICENSE 1.1 (Mozilla License). In the event of a conflict between the Intuit Terms of Service with respect to such Source Code, the Mozilla License shall control. Any terms for the executable version of the TurboPower Async Professional Software version 4.06 set forth in the Intuit Terms of Service for Lacerte Tax Software that are different from the terms of the Mozilla License are offered by Intuit Inc. and not by TurboPower Software or any contributor to TurboPower Async Professional Software version 4.06. 

13.12         Microsoft Software License Terms. 

IMPORTANT: READ CAREFULLY—These Microsoft Corporation ("Microsoft") operating system components, including any "online" or electronic documentation ("OS Components") are subject to the terms and conditions of the agreement under which you have licensed the applicable Microsoft operating system product ("OS Product") described below (each an "End User License Agreement" or "EULA") and the terms and conditions of this Supplemental EULA. BY INSTALLING, COPYING OR OTHERWISE USING THE OS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE APPLICABLE OS PRODUCT EULA AND THIS SUPPLEMENTAL EULA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, COPY OR USE THE OS COMPONENTS.

NOTE: IF YOU DO NOT HAVE A VALID EULA FOR ANY "OS PRODUCT", YOU ARE NOT AUTHORIZED TO INSTALL, COPY OR OTHERWISE USE THE OS COMPONENTS AND YOU HAVE NO RIGHTS UNDER THESE SUPPLEMENTAL TERMS.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. If you comply with these license terms, you have the rights below. 

1. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Microsoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not work around any technical limitations in the software; reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; publish the software for others to copy; rent, lease or lend the software; transfer the software or this agreement to any third party; or use the software for commercial software hosting services.

2. BACKUP COPY. You may make one backup copy of the software. You may use it only to reinstall the software.

3. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.

4. SUPPORT SERVICES. Because this software is "as is," we may not provide support services for it.

5. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED "AS-IS." YOU BEAR THE RISK OF USING IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, MICROSOFT EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

13.13         JNBridgePro. JNBridgePro Runtime Components, Copyright 2002-2021. You may obtain a copy of the license at http://jnbridge.com/license-agreements. JNBridge LLC. JNBridge is a registered trademark and JNBridgePro is a trademark of JNBridge, LLC.

13.14         OmniThread library

Copyright (c) Primo Gabrijelcic All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

3. Neither the name of Primoz Gabrijelcic may not be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

13.15         PDFIUM. This product contains PDFIUM and Copyright 2014 The PDFium Authors