1. AGREEMENT

This Agreement is comprised of the body, all exhibits to this Agreement (“Exhibits”), and all terms, rules, documentation, and policies that we make available for participating and using the Services, (a “Policy” or “Policies” which may cover all or specific Services). The terms in each Exhibit and specific Policies only apply to you if you engage in the activity or use the Services to which the Exhibit, or Policy apply. In addition, access to a specific Service may be subject to a separate commercial contract.

In case of any contradiction between the terms of this Agreement and those of any Exhibit or Policy which applies to such specific Service, the terms of such Exhibit or Policy shall prevail solely as to the provision or use of that specific Service and the subject matter of such Exhibit or Policy. The terms of any separate commercial contract established between you and Intuit for a specific Service shall prevail in case of any contradiction between its terms and those of this Agreement.

This agreement is separate from and not modified by any other Intuit agreement which may govern your use of other Intuit products and services which are not developer Services.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 Use of the Services and Intellectual Property

Conditioned on your Enrollment, your ongoing compliance with this Agreement and any commercial contract which Intuit may require prior to accessing a specific Service, Intuit grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable right to access and use the Services, and to access, use and copy Intuit Development Content, all solely in connection with your permitted use of the Services during the Term. Such right is subject to this Agreement and solely for: (i) access and use in the Territory and solely by Authorized Users, (ii) your Developer Application, and (iii) the purposes expressly permitted in this Agreement and, if applicable, any commercial contract established between you and Intuit. Intuit reserves all title and other rights in the Services.

You understand and agree that your use, reproduction and distribution of some Intuit Development Content may be subject to separate licenses.

Other than the rights set out above, this Agreement does not grant you any implied licenses. All right, title, and interest in and to the Services and Third-Party Materials are and will remain with the respective rights holders.

If you provide any Feedback, you grant Intuit all right, title and interest in the Feedback, without any right to compensation or other obligation by Intuit.

2.2 Sandbox Environment

For any of the Services, Intuit may provide a Sandbox as an experimental test environment. The Sandbox is provided “AS IS” and may be removed, deleted or modified by Intuit at any time without any notice or liability to you.

You agree to use the Sandbox solely for your internal evaluation of the Services or testing of your Developer Application. The Sandbox will only include “mock” data that does not correspond to any person or group of persons. You may use anonymous, non-live data only and agree not to use the Sandbox for production access.

You agree to comply with all Policies which Intuit may impose on your access to the Sandbox. While you may be provided access to the Sandbox, such access does not create any representation that you will be provided access to the actual Services.

2.3 Restrictions on Use of the Services

You shall not, and shall not permit any other party to, engage in, solicit, attempt or promote any activity that:

• violates any Applicable Law, this Agreement or any commercial contract established between you and Intuit;
• is objectionable, abusive, harassing, deceptive, defamatory, or infringing;
• violates the rights of others or may cause notoriety, harm or damage to the reputation of Intuit or could subject Intuit to liability to third parties,
• seeks unauthorized access, monitoring (including scanning or testing for vulnerability), interference with, collection or use of the Services, accounts, data, computers, systems or networks of any party;
• interferes with or in any way damages or disrupts the Services, others’ use of the Services or any party’s systems, network or data, including mail bombing, broadcast or denial of service attacks;
• seeks unauthorized collection, use or interference with Personal or Confidential Information of any party, including phishing, pharming, spidering, and harvesting;
• views or uses any Content or Customer Data in a manner that Intuit deems improper;
• places Intuit in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction;
• attempts 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;
• accesses or uses the Services for developing or improving a competing or substitute service;
• discloses performance or intelligence reports about the Services;
• provides access to or gives any part of the Services to any other party except as permitted herein or as expressly permitted by Intuit pursuant to a separate contract with us;
• reproduces, modifies, copies, sells, trades, leases, rents, resells, licenses, sublicenses or in any way distributes the Services or any output thereof;
• decompiles, disassembles, reverse engineers, modifies, creates derivative works of, decrypts, or decodes the Services, except as expressly permitted herein;
• makes the Services available on any file-sharing or application hosting service; or
• removes or destroys any copyright notices, proprietary markings or confidential legends placed upon or contained within the Services.

You acknowledge that, in making Customer Data available to you, (i) neither Intuit nor any Data Provider that makes Customer Data available through the Services is a “consumer reporting agency” or a “furnisher” of information under the Fair Credit Reporting Act (“FCRA”), nor does Intuit or any Data Provider provide any “consumer report” under FCRA, and. You warrant and represent that you will not (and will not enable any third party to) use the Customer Data provided through the Services as a “consumer report” or in any way that results in Intuit or the Data Provider being deemed a “consumer reporting agency” or “furnisher” under FCRA.

2.4 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.

3. ENROLLMENT AND DEVELOPER APPLICATION REVIEW

3.1 Enrollment

To access any Service, you must complete the Enrollment process. You agree to:

• provide true, complete and accurate information about you and your Developer Application;
• maintain all of your information up to date, including your account information and information about your business and your Developer Application; and
• maintain the confidentiality of and never share access to your account, its login credentials or any authentication credentials.

You may be able to designate Authorized Users in your account. You warrant and represent that actions undertaken by Authorized Users are fully authorized by you, that any such Authorized Users shall comply with all terms that apply to you, and that you are responsible for their acts and omissions.

Your Enrollment for any Service shall be deemed completed when Intuit, at its sole discretion, grants you access to such Service.

3.2 Developer Application review

Prior to granting access to any Service or making the Developer Application available for distribution, Intuit may require a review of your business, each Developer Application, its Disclosures, and the related technical, security and privacy policies.

By submitting your Enrollment information to Intuit and by your continued use of the Services, you warrant and represent that the Developer Application, including all of your processes related to the Developer Application, and all related Disclosures, comply with Applicable Law, this Agreement, and any commercial contract established between you and Intuit. Our review of your Developer Application and our granting access to any Service for such Developer Application is based on your warranties and representations to us, and does not substitute or constitute any type of affirmation by Intuit regarding your ongoing compliance obligations.

You grant Intuit and/or its third party affiliate the right to use the Developer Application for purposes of testing and evaluating it. You agree to promptly cooperate with Intuit in any review of your business or the Developer Application and to provide true, complete and accurate information and materials for all Intuit requests regarding your Developer Application, your business, the processing of Customer Data, the information security of your technology platform, your privacy policies and practices, audits and certifications, or the performance of any of your obligations under this Agreement.

You acknowledge that Intuit may, in its sole discretion, reject or suspend your Developer Application for any reason, even if such Developer Application complies with all of the then current requirements. 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, rejection, or suspension of such Developer Application or Intuit’s termination of this Agreement.

You must immediately inform Intuit in writing, and provide any additional information required by Intuit, if you:

• modify the Developer Application, including any by making patches, upgrades, enhancements, bug fixes, or any modification to the functionality, features, user interface of your Developer Application;
• change the manner in which, or the purpose for which, you collect, store or process Customer Data, including any changes to your privacy policy;
• modify your infrastructure or information security policies in a way that could adversely impact the security of your systems; or
• make any changes to the disclosures, including terms of service and privacy policy, provided to Customers regarding your Developer Application.

You represent and warrant that you have all rights, including all intellectual property rights, in the Developer Applications necessary to grant the licenses to Intuit in this Agreement, and as applicable, to Customers.

4. MARKS AND BRANDING

Conditioned on Intuit’s approval of your Developer Application to access a Service for production use by Customers or to make the Developer Application available for distribution, Intuit grants to you a limited, non-exclusive, non-transferable, non-sublicensable, 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 the Services, and solely within your own marketing and promotional materials for your Developer Application(s), and for no other applications, products, or services (whether provided by you or by third parties). Your use of the Intuit Marks must comply with this Agreement, any Policy regarding the use of Intuit Marks and all applicable terms of any commercial agreement established between you and Intuit. We may require our express prior written approval prior to your use of Intuit Marks.

Intuit retains all right, title and interest in and to the Intuit Marks, and your use of the Intuit Marks shall inure to the sole benefit of Intuit.

You agree you will not use the Intuit Marks, elements of the Intuit Marks, or alternative spellings or phonetic equivalents thereof (a) as part of any name or brand for your Developer Application(s), (b) as part of any name, brand, company name, service name, trade name, or DBA name (whether alone or in connection with your own names or marks), (c) on direct business source identifiers such as stationery, business cards, company signs, domain names, company website titles, promotional merchandise, or trade show signage, (d) in connection with non-tested products, (e) in any manner that could be considered misleading, confusing, unfair, or otherwise damaging to the Intuit brand or Intuit’s ownership therein, (f) in connection with Developer Applications that are or could be deemed by Intuit, in its sole judgment, to violate Intuit’s Developer Terms, or (g) in any other manner not licensed or approved by Intuit, including but not limited to use with technical support or consulting services, or other goods or services. You further agree that you will not use or register, in any jurisdiction, any trademarks, service marks, trade names, keywords, screen names, or Internet domain names containing elements of, or similar to, the Intuit Marks or any alternative spellings or phonetic equivalents thereof, and will not challenge Intuit’s ownership or use of the Intuit Marks. If Intuit notifies you of any such confusion or risk of confusion with the Intuit Marks, you will take appropriate steps to immediately remedy or avoid such confusion or risk, including, without limitation, immediate assignment of any applications, registrations, or other rights to Intuit, at your expense.

Third party trademarks, service names, logos and marks are the properties of their respective owners. Intuit is not affiliated with these third parties. You are not granted any express or implied rights to use third party marks as part of our services.

During the Term, Intuit may (i) disclose to third parties that you are a customer of Intuit and (ii) publish your name, logos, websites, marks or Feedback in websites, marketing materials, white papers or brochures that relate to the Services. We will cease to make such disclosures or publications at your request, except to the extent included in any materials that exist at the time of your request.

5. COMPLIANCE REVIEWS AND AUDITS

You agree to maintain complete and accurate records demonstrating your full compliance with this Agreement and to promptly provide us with information about you, your business, associated persons, the Developer Application, your use of the Services, and your privacy and security practices and policies. If any of the information previously provided by you becomes outdated or inaccurate, you agree to immediately provide us with written notice.

Intuit has the right, at any time and without notice, to access and test Developer Application(s) to ensure that they are safe, that you have implemented reasonable safeguards for any data made available to you through the Services, and that you otherwise comply with this Agreement.

Upon notice, you agree to promptly permit Intuit to conduct (either directly or through a third party) an audit of your books, records (including but not limited to security scan records), systems, files, and other information, and to provide reasonable access to your premises and any information, for the purpose of verifying your compliance with this Agreement. Each party will bear its own costs in connection with such audit.

You agree to take prompt and appropriate action to remediate any identified security issues (including those affecting Customer Data) and/or any other breach of this Agreement, and to promptly inform Intuit of such action(s). If such action is not taken to Intuit’s satisfaction, Intuit may immediately suspend or terminate this Agreement and your use of the Services.

Unless otherwise expressly stated in a separate written contract or specific terms of service for a specific Service:

• Intuit is not obligated to provide any technical or other support for Developer Applications or End User’s use of the Developer Application; and
• you understand and agree that you will be solely responsible for providing all customer and technical support for Developer Applications, including the ability to sync data with any of the Services and maintenance for your Developer Applications.

6. CONTENT

6.1 You are responsible for your Content.

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.

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

• illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
• content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
• except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
• virus, Trojan horse, worm or other disruptive or harmful software or data; or
• any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

6.2 Community forums

The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Intuit does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to Content of third parties for which Intuit is not responsible.

6.3 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.

6.4 Competitive Applications

Subject to your and Intuit’s respective rights and obligations under this Agreement or other contract(s) established between you and Intuit for a specific Service, 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.

7. USE OF PERSONAL INFORMATION

7.1 Your Personal Information

You agree that Intuit may use and maintain your Personal Information, including the information about persons whom you represent, Authorized Users and any Personal Information that you submit pursuant to the Enrollment, according to the Intuit Global Privacy Statement (https://www.intuit.com/privacy/statement/). 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.

7.2 Your access of Customer Data through the Services

To the extent your Developer Application accesses any Customer Data through the Services, you warrant and represent that your Developer Application, you, your employees, agents and service providers shall:

• comply with Intuit’s Data Stewardship Principles;
• obtain Customer’s written consent (and shall present evidence of such consent at Intuit’s request) through Disclosures that: (i) are prominent, accurate, easy to understand, (ii) describe what data is collected, how data will be used, and how it may be shared, exchanged or sold, (iii) clarify that you do not process Customer Data on Intuit’s behalf, and (iv) are consistent with this Agreement, any contract established between you and Intuit and fully comply with Applicable Laws. To the extent Intuit provides a consent flow as part of a Service, you shall not modify, delete or interfere with such flow without obtaining prior written approval from Intuit;
• at all times store, process and use Customer Data solely for the purposes of providing Customers the functionality of your Developer Application and in a manner that is consistent with this Agreement, within the boundaries of the Customer’s consent, and fully compliant with Applicable Laws related to data protection (“Applicable Data Protection Laws”);
• if applicable, promptly provide Intuit with such assistance and cooperation as it may reasonably request in order to comply with Applicable Data Protection Laws or process requests from Customers or Data Providers;
• not sell or otherwise make available any Customer Data accessed through the Services to any third party for any use by such third party that does not directly support or facilitate the Customer’s use of the Developer Application;
• to the extent you share any Customer Data with any service providers or processors acting on your behalf, (i) enter into a written agreement with such third parties regarding such third parties’ access, storage and processing of such Customer Data that imposes data protection and security requirements that are at least as restrictive as those of this Agreement, Applicable Data Protection Laws, and any contract established between you and Intuit, and (ii) enforce compliance with such agreement;
• immediately cease to access and discontinue processing Customer Data if a Customer revokes the consent, terminates, deletes or ceases use of the Developer Application; and
• subject to your record keeping obligations required by Applicable Law, Securely Delete Customer Data at the request of Customer, with the understanding that in certain instances, the deletion request may be processed by Customer through either Intuit or the Data Provider.

As to the access, storage and processing of Customer Data you accessed via the Services, you accept responsibility to Intuit for all of the actions or omissions of any employee, service provider, processor or any third party who acquired Customer Data through you.

7.3 Intuit’s access of Customer Data through the Developer App

Pursuant to the provision of Services, Intuit, any of its affiliates or respective third party, may (i) establish its own direct relationship with Customers governed by Intuit’s terms of service, which may be amended from time to time, and (ii) process Customer Data, including Personal Information, which will be handled in accordance with the Intuit Global Privacy Statement (https://www.intuit.com/privacy/statement/).

You understand and acknowledge that in connection with the Developer Application, if Intuit processes any Customer Data on your behalf, Intuit may share such data with its affiliates anywhere in the world. In such case, 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.

For clarity, Intuit may use anonymous and aggregated information to publish research data from time to time, and may use, display, distribute or license such anonymous aggregate research data for purposes of helping Intuit improve its products and services, to enable a better and more accurate user experience, and to assist in troubleshooting and technical support.

7.4 Roles and liability regarding processing of Personal Information

Notwithstanding any provision to the contrary, you agree that: (i) you and Intuit are not “joint controllers” for the purpose of Applicable Data Protection Laws; (ii) you are not processing Customer Data as a processor of or on behalf of Intuit, 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 Customer Data, including Personal Information.

7.5 EU Personal Data

Without limiting the foregoing, if you process EU Personal Data, the following provisions apply:

1. You will provide reasonable assistance to Intuit where, in Intuit’s judgment, the type of processing performed by you is likely to result in a high risk to the rights and freedoms of natural persons (e.g., systematic and extensive profiling, processing sensitive EU Personal Data on a large scale and systematic monitoring on a large scale, or where the Processing uses new technologies) and thus requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities; and
2. If you process EU Personal Data outside of the EU/UK, as relevant, you will comply with the GDPR with regard to any cross border transfers of EU Personal Data. This may include: (i) processing EU Personal Data only in adequate jurisdictions as defined in the GDPR, to the extent such processing occurs in the United States; or (ii) use of a valid cross-border transfer mechanism as approved by the European Commission

8. SECURITY INCIDENTS

8.1 Security policies

You agree to establish and implement policies and procedures to detect, respond to, and otherwise address any Security Incident.

8.2 Notice & remediation of Security Incident

You will notify Intuit without undue delay, and in all events no later than 24 hours after discovery of a Security Incident. 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 any Security Incident and the associated timeline for you to complete remediation efforts as follows:

You will take immediate action to remediate a Security Incident, using best efforts to remediate any harm caused by it. If a Security Incident gives rise to a need, in Intuit’s sole judgment: (A) for you or 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, Customer 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 restrict or deny your access to the Services, and take any such other action it deems necessary to protect Personal Information. Remedial Action must include notifying Intuit when the issue is resolved.

9. PCI COMPLIANCE

If your Developer Application(s) exchanges 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 Incident 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.

10. CONFIDENTIAL INFORMATION

During the Term, each party (a “Disclosing Party”) may disclose Confidential Information to the other party (a “Receiving Party”).

Receiving Party shall (a) use the same degree of care as the Receiving Party uses with its own Confidential Information, but no less than reasonable care, to protect Confidential Information and to prevent any unauthorized access, reproduction, disclosure, or use; (b) use Confidential Information solely for the purpose allowed under this Agreement; (c) restrict access to Confidential Information to its directors, agents, contractors, employees, or representatives who have a need to know and who are prohibited from disclosing it; (d) not remove any notice or indication of copyright, or trademark, or confidentiality; (e) immediately notify in writing Disclosing Party in the event of unauthorized use or disclosure of Confidential Information; (f) at expiration or termination of this Agreement or at the request of Disclosing Party, return or Securely Delete all Confidential Information (provided that you may retain Confidential Information solely to comply with record-keeping requirements under applicable law), and provide a corresponding attestation; and (g) not export or re-export any Confidential Information except in compliance with applicable export laws, including without limitation, laws of the United States.

Section 10 (a) through (f) impose no obligation upon Receiving Party to the extent Receiving Party can demonstrate that the Confidential Information was rightfully: (i) known by Receiving Party, without restriction, prior to its receipt from Disclosing Party; (ii) obtained from a third party that had no obligation of confidentiality; (iii) in the public domain through no improper conduct by Receiving Party; or (iv) independently developed by or for Receiving Party without access to or reliance on the Confidential Information.

All rights, title and interest in and to the Confidential Information shall remain vested in the Disclosing Party. No rights to Confidential Information are granted to the Receiving Party except the limited right to review the Confidential Information solely for the purpose of this Agreement.

11. PAYMENT

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:

1. Intuit will bill you in U.S. dollars or in your local currency, provided that Intuit shall provide you 30 day notice prior to making any change in the payment currency, and your account will be debited through an acceptable form of payment when you subscribe and provide your payment information.
2. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
3. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

Intuit will automatically renew your monthly, quarterly, or annual Services at the then-current rates unless the Services subscription is canceled or terminated under this Agreement.

12. ADDITIONAL TERMS

12.1 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.

12.2 We may tell you about other Intuit services

You may be offered other services, products, or promotions by Intuit (“Additional Intuit Services”). Additional terms and conditions and fees may apply. With some Additional Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc. You grant Intuit permission to use information about your business and experience to help us to provide the Additional Intuit Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.

12.3 Communications

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.

12.4 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.

13. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES, SOFTWARE, CONTENT, OR CUSTOMER DATA PROVIDED THROUGH THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES AND ALL DATA TRANSMITTED THROUGH 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 OR DATA 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. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF ANY STATUTORILY REQUIRED WARRANTY WHICH MAY BE DEEMED TO APPLY, SHALL BE LIMITED TO THE SHORTEST PERIOD ALLOWED BY LAW.

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.

14. INDEMNIFICATION OBLIGATIONS

You agree to indemnify, defend and hold Intuit, its officers, directors, employees, its affiliates, subsidiaries, licensors, suppliers and service providers 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 or related to any claims alleging or relating to (i) infringement of any third party intellectual property rights by your applications, trademarks, logos or marks, (ii) your development, marketing, support or distribution of your Developer Application; (iii) your use of the Services, including any use of Customer Data by any third party that received Customer Data through you; (iv) your Content; (v) a Security Incident involving you or any party which accessed Customer Data through you, or (vi) your breach of your agreement with third parties, including Customers, (vii) your breach of this Agreement, (viii) your breach of Applicable Law, including Applicable Privacy Laws (collectively referred to as “Claims”), provided that Intuit promptly notifies you of the Claim from any third party.

15. LIMITATION OF LIABILITY

EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE, INTUIT SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITES, YOUR USE OF THE SERVICES, INCLUDING ADD-ON SERVICES, DEVICE OPERATING ENVIRONMENT, THE SITES OR THIS AGREEMENT, (II) LOSS, ERROR OR INTERRUPTION OF USE OF DATA. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INTUIT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIME BE LIMITED TO A MAXIMUM OF $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

16. CHANGES

We reserve the right to modify this Agreement, the Exhibits or the Policies, or to establish new Policies, or to change or discontinue the Services (collectively, the “Change”) in our sole discretion, at any time. We will endeavor to provide reasonable notice of any Change.

Unless otherwise indicated, any Change will be effective on the earlier of (a) the date on which Intuit posts the amended terms in the Services portal, or (b) the date on which Intuit notifies you by other means (such as via the email). Your continued use of the Services after their effective date of any Change indicates your agreement to any such Change.

17. TERM & TERMINATION

17.1 Term

This Agreement commences on the Effective Date and remains in effect until termination or expiration (the “Term”).

17.2 Termination for convenience

Unless otherwise agreed in writing, after the first year from the Effective Date, either you or Intuit may terminate this Agreement for any reason by providing ninety (90) day’s prior written notice.

17.3 Termination for cause

Either you or Intuit may terminate this Agreement immediately upon written notice if: (i) the other party engages in any breach of this Agreement, unlawful, deceptive or unfair business practice in the course of fulfilling its obligations under this Agreement; (ii) you or your Developer Application undergo a material change in management, ownership, control, or business operations, including any assignment to creditors, bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, which Intuit deems unacceptable in relation to the Services; (iii) it is reasonably necessary to protect the integrity or availability of the Services or systems and comply with applicable Intuit policy; (iv) your use of the Services conflicts with Intuit’s interests or those of another user of the Services; or (v) your actions potentially expose Intuit to reputational harm, violation of Applicable Law, liability or obligation. Additionally, Intuit may temporarily immediately suspend the services or part of the services, without notice and without any liability to you, for any of the reasons set out in this paragraph.

17.4 Termination for failure to receive electronic communications

Additionally, this Agreement terminates on the date on which you no longer agree to receive electronic communications, or in accordance to the terms of this Agreement or with the terms of any commercial contract established between you and Intuit for your use of the Services.

17.5 Effects of termination

Upon termination for any reason: (i) you must immediately stop using the Services and immediately cease to make (and remove) any reference about your capability to integrate with the Services, including removing of Intuit Marks; (ii) any outstanding payments will become due, (iii) all licenses granted by you or us will terminate.

Expiration or termination of this Agreement shall not release either party from any obligation or liability to the other party that has already accrued, comes into effect due to the expiration or termination of the Agreement, or survives the expiration or termination of this Agreement.

Upon termination or expiration, Sections 2.3, 5, 6, 7, 8, 10, 13-15, 18-23, and such other provisions which, by their nature, should survive beyond the term of this Agreement will survive and remain in effect.

18. Anti-Bribery and global trade compliance

18.1 Anti-Bribery / Anti-Corruption Laws Compliance

In conformity with the United States Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development (“OECD”), the UK Bribery Act (“UKBA”), and any other Applicable Laws from specific territories where the Developer Applications, Intuit App Center, and the Services are available that prohibit bribery, money laundering, and other corrupt practices and behavior, you agree that you shall not use the Services to directly or indirectly offer, give, pay, promise to pay, receive, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements to any person in whatever form (including without limitation, gifts, travel, entertainment, contributions, or anything else of value).

18.2 Global Trade Compliance

You represent and warrant that you and your representatives (including any beneficiaries, owners, affiliated and/or associated parties) are not: (a) on any sanctions lists in the countries where the Developer Application and the Services are available, (b) doing business in any of the US embargoed countries or Russia, and (c) a military end user as defined in 15 C.F.R § 744. You may not use, export, re-export, import, sell, release, or transfer the Services except as authorized by this Agreement and in line with United States law, the laws of the jurisdictions where the Developer Applications and the Services are made available, and any other Applicable Laws and regulations. In particular, but without limitation, the Developer Applications the Services, source code, and technology may not be exported, or re-exported, transferred, or released (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or on any other restricted party lists. You also agree that you will not use the Developer Applications, Intuit App Center, and the Services, including any pre-release versions thereof or any Sandbox, for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons or any other military end uses. In the event that you enter into a transaction or otherwise have a prohibited interaction under this Global Trade Compliance paragraph, you shall inform Intuit in writing at sanctionsoffice@intuit.com within a term not to exceed two (2) business days as of the date you learned of such fact or circumstance. Such notice is not intended nor will it have the effect of relieving you of any liability under this Agreement or applicable law.

19.3 In the event Intuit receives, at any time during the term of this Agreement and for three years (3) thereafter, any information causing concern that you may have failed to comply with any provision of Section 19, or as required by law, Intuit or its designee shall have the right to audit your financial and other books and records relating to its activities and performance under this Agreement.

19. Governing Law

California state law governs this Agreement without regard to its conflicts of laws provisions.

20. Disputes

Most disagreements can be resolved informally and efficiently by contacting our developer support team. If you are a U.S. customer:

YOU AND INTUIT AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT (A “CLAIM”) WILL BE DETERMINED BY BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF IN COURTS OF GENERAL JURISDICTION.

Small Claims Court. Either you or Intuit can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Intuit may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.

Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Intuit are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Services.

Notice of Claim. If you elect to seek arbitration, you must first send to Intuit a written Notice of your Claim (“Notice of Claim”). The Notice of Claim to Intuit should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Intuit to use to contact you. If Intuit elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Intuit, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

Commencing Arbitration or Small Claims Proceedings. You and Intuit agree that, after a Notice of Claim is sent but before either you or Intuit commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Intuit may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Intuit agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Intuit and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Intuit will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Intuit, and you and Intuit waive any objection to such fee modification.

Class Action Waiver. YOU AND INTUIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if you have elected arbitration, unless both you and Intuit agree otherwise, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Intuit believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this Section 14(i), then you agree that Intuit may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section shall be null and void.

21. 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 in this Agreement, or any Exhibit governing a specific Service, or another agreement for the provision of a specific Service, 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.

22. GENERAL

Unless you and Intuit have established another written agreement governing a specific Service, this Agreement, including its Exhibits and Policies below, is the entire agreement between you and Intuit regarding its subject matter and replaces all prior understandings, communications, and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of this Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section 24 shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: transfer_license@intuit.com. Any failure by us to enforce this Agreement shall not be deemed as a waiver of any of our rights under this Agreement.

23. DEFINITIONS

Capitalized terms not otherwise defined in this Agreement will have the meanings set forth below:

App Connect means a service that allows you to obtain Customer Data from a third party for use in your Developer Application.

Applicable Data Protection Laws means Applicable Laws related to data protection, privacy, or Personal Information, including but not limited to the federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), as amended from time to time, and applicable implementing legislation, and beginning on January 1, 2020, the California Consumer Privacy Act of 2018 (California Civil Code Sections 1798.100 to 1798.198), as amended from time to time, and any implementing regulations.

Applicable Laws means any and all applicable local, state, national, or international laws, regulations, and policies of regulatory bodies or agencies (as amended from time to time) in connection with (a) your use of the Services, including materials or information provided via the Services, (b) your use, marketing, and distribution of any Developer Application, and (c) your access, use, processing, distribution, and/or storage of Customer Data,.

Authorized User means any user of the Services which you incorporate or allow as a user of your account.

Confidential Information means information and or proprietary materials shared by a party that is not generally known to the public and, at the time of disclosure, is identified as, or would reasonably be understood by the receiving Party to be, proprietary or confidential.

Content means 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, including Developer Applications and any other content that account holders (including you) provide through your use of the Services. For clarity, Content does not include Customer Data.

Critical Vulnerability means any vulnerability that constitutes an unacceptable risk that could compromise the data, systems, or critical functioning of the information technology infrastructure of the Developer Application or its clients or Customers, or that impacts your external-facing, internal, or partner environments or the products or services that you provide to Customers.

Customer means any person, which may be a consumer or a business, who is an end-user of the Developer Application and/or Intuit or authorizes the collection of their data.

Customer Data means any data, including Personal Information, which may be accessed through the Services, which relates to a Customer. Customer Data which may be made available through the Services may include identification, location, financial and other information on a Customer.

Data Provider means a third party, which may be a financial institution, that provides Intuit with various data on a mutual Customer, so that Intuit may make Customer Data available to you via the Services.

Developer Application means the application, platforms or services developed, owned, or distributed or made accessible by you which is made available to Customers through the Intuit App Center and/or in any way uses any of the Services. Developer Application includes the entirety of the information technology platform which allows the Developer Application to properly function, including all databases or processes which store or process Customer Data.

Disclosures means all notices and disclosures, including the terms of service and privacy notice, which are provided by you to Customers related to the Developer Application and which are approved by a Customer, thereby authorizing the Developer Application to access Customer Data.

Enrollment means the process which may be required by Intuit, at its sole discretion, to create an account or to access any Service, and which may include, without limitation: (i) registration of your account, (ii) collection of information about you, your business, your Developer Application, all related Disclosures, your privacy and security policies, and other information which Intuit may deem relevant, such as third party audits, (iii) verification of the information provided by you, and (iv) the execution of a commercial contract.

EU Personal Data means “personal data” as defined in the GDPR.

Feedback means any communication, usage report (including reports of errors or problems), suggestion, or idea provided to Intuit regarding the Services, your intended use of the Services, your experience and perceptions of the Services, including ways that the Services could be improved, expanded, or tailored to your specific or market needs.

GDPR means, as and where applicable to processing is concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679); and/or (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK GDPR”), including, in each case (i) and (ii) any applicable national implementing or supplementary legislation (e.g., the UK Data Protection Act 2018), and any successor, amendment or re-enactment, to or of the foregoing.

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 Developer Applications may be marketed or made available to customers.

Intuit Development Content means the APIs, SDKs and any associated developer documentation, tools, software code, modules, libraries, sample data, test accounts, toolkits or other materials made available by Intuit through the developer portal for the use of the Services.

Intuit Marks means the Intuit, QuickBooks, QuickBooks Online, QB, QBO, QuickBooks Desktop, QBSE, Turbo, Mint, ProAdvisor, and ProConnect mark, and any of our other trademarks and service marks, and their respective logos, made available to you in connection with the Services.

Intuit Financial Services means an Intuit service which includes (i) the APIs that enable Developer Applications to access Customer Data held or made available by a Data Provider, (ii) the processing of Customer Data for use in various applications, (iii) all related Intuit functionality, content, and services, and (iii) any additional functionality or service which Intuit may make available as part of the Intuit Financial Services from time to time. For clarity, Intuit Financial Services does not include access to Customer Data that resides in QuickBooks; such access is provided through the QuickBooks Integration Services.

Licensee means an individual or entity who is a Customer that 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.

Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or is otherwise considered “personal information,” “personal data,” “personally identifiable information,” or such similar term as defined by Applicable Data Protection Laws. Personal Information includes a Customer’s financial data and sensitive personal information.

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

QuickBooks Integration Services means the services, tools and materials which enable you to integrate with QuickBooks, obtain data from QuickBooks and/or make an app available to QuickBooks Customers. The QuickBooks Integration Services include (i) the QuickBooks API; (ii) the QBXML SDK; and (iii) QuickBooks Desktop SDK or QBXML SDK.; and (iv) App Connect

QuickBooks API refers to widgets and data services that allow your QuickBooks integration 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); and
• embedding of any QuickBooks API (“Connect to QuickBooks” or “Blue Dot”) widget.

QuickBooks Desktop SDK or QBXML SDK 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.

QuickBooks Online SDK means the developer tools made available at:

• Java: https://github.com/intuit/QuickBooks-V3-Java-SDK
• .NET: https://github.com/intuit/QuickBooks-V3-DotNET-SDK
• PHP: https://github.com/intuit/QuickBooks-V3-PHP-SDK

and subject to the license terms at:

• Java: https://github.com/intuit/QuickBooks-V3-Java-SDK/blob/master/LICENSE.txt
• .NET: https://github.com/intuit/QuickBooks-V3-DotNET-SDK/blob/master/License.md
• PHP: https://github.com/intuit/QuickBooks-V3-PHP-SDK/blob/master/LICENSE

Sandbox means test accounts, materials, information and sample data which Intuit may make available to allow you to develop or test your Developer Application or evaluate the Services.

Security Incident means (i) any event that compromises, or is reasonably likely to compromise, the confidentiality, availability and/or integrity of any hardware, software, network (including any “cloud” network), telecommunications, or information technology systems used by you or any of your service providers, including unauthorized or suspicious intrusion into such systems that relate to the provision of the Developer Application or any service which you provide to Customers; (ii) the actual or suspected leak, theft, loss, or unauthorized disclosure, acquisition, access to, alteration, modification, ransomware, attack, corruption or misuse of any Customer Data accessed through the Services, by you or your service providers; (iii) an event characterized by Applicable Data Protection Laws as a “security incident,” “security breach,” or “personal data breach,” or any other similar terms designated to it. For clarity, the definition of Security Incident is not intended to include inconsequential incidents that occur on a daily basis, such as scans, pings, or other unsuccessful attempts to penetrate computer networks or servers.

Securely Delete/Securely Deleting means deleting data such that the entirety of the data is permanently sanitized, deleted and unrecoverable from any and all media.

Services means any service, tool or functionality which we may add from time to time to the Intuit’s developer platform at https://developer.intuit.com/app/developer/homepage. For clarity, the Services encompass any Sandbox made available by Intuit, all software, APIs, websites and portals, tools and dashboards, features, functionalities, materials and assistance, resources, or processes provided by Intuit, and all information and data, including Customer Data, provided or accessed via the Services.

Territory means the countries for which the Developer Application is authorized to access Services and which are identified and approved during Enrollment.

Term means the term of operation of this Agreement which commences on the date on which you accept this Agreement and continues in effect until termination or expiration pursuant to this Agreement or the commercial contract established between you and Intuit for the use of the Services.

Third-Party Materials means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Intuit or you.

This document consists of the following sections:

SUPPLEMENTAL TERMS FOR QUICKBOOKS INTEGRATION SERVICES AND APP CONNECT

The following Terms and Conditions also apply and shall prevail over any conflict or inconsistency with the Agreement. By accessing or using QuickBooks Integration Services or AppConnect, you agree to these terms. If you do not agree to these terms, you shall not use these Services.

1. Developer Requirements and Guidelines

You agree to comply with all requirements, guidelines, and Policies made available by Intuit in connection with your use of the Services, and which may be updated by Intuit from time to time. Such requirements and guidelines include but are not limited to:

• security requirements and processes, including requirements for Developer Applications to submit to automated scans
• marketing requirements , including naming and logo guidelines
• technical requirements and
• design guidelines.

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.”

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 3 in all material respects; (iii) you comply with any and all Applicable Laws, especially in connection with (a) your use of the Services, including materials or information provided via the Services, (b) your use, marketing, and distribution of any Developer Application, and (c) your access, use, processing, distribution, and/or storage of Personal Information; (iv) you do not develop or distribute your Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity; (v) you comply with Intuit’s requirements, guidelines and Policies, including but not limited to restrictions related to application naming; (vi) you do not make any statements or representations that your Developer Application is “certified,” or has otherwise been reviewed by Intuit, or that the performance is guaranteed by Intuit, and (vii) other than as expressly permitted herein, you will not use Intuit’s names, logos or other Intuit trademarks to market your Developer Application without prior written permission of Intuit. You acknowledge and agree that you are solely responsible for any liability which may arise from the (a) development, use, marketing, or distribution of or access to your Developer Application, including support; and (b) your access, use, processing, distribution, or storage of Customer Data.

The ability to sync data to and from QuickBooks Online is a feature of QuickBooks Online that is provided by Intuit directly to its end-user customers with active QuickBooks Online subscriptions. You acknowledge that your Developer Application may be impacted if it relies on current QuickBooks Online data from customers with inactive QuickBooks Online subscriptions.

2. MARKETING AND RESALE OF DEVELOPER APPLICATION

2.1 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 Policies, including 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. You may be required at Intuit’s discretion to market your Developer Application via the Intuit App Center, as a condition of using the Services. 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 screenshots) that you provided to Intuit, solely for the purposes of promoting, marketing, or providing the Developer Application. Intuit may create marketing materials to promote the Developer Application. 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.

2.2 General Practices

You may remove your Developer Application from Intuit’s marketing and sales channels at any time in accordance with the then-current procedures and requirements. Intuit reserves the right to remove your Developer Application in its reasonable sole discretion. Intuit retains the right to develop and distribute products and services that may be similar to the Developer Applications at any time prior to, during, or after the term of this Agreement or any applicable Exhibit.

If Intuit permanently discontinues a specific marketing and sales channel, Intuit shall provide you reasonable prior notification via e-mail and/or other notification through the Services. In such an instance, Licensee shall be responsible for retrieving Licensee data prior to such discontinuance.

Notwithstanding any references in this Agreement to “sale,” “resale,” “selling,” or “reselling,” no title to the Developer Application will be transferred by Intuit to Licensees through your participation in the Intuit marketing and sales channels. Your Developer Application(s) will only be made available for use as expressly provided in this Agreement. You shall retain all ownership rights to your Developer Application(s) subject to any license you grant to Intuit and Licensees.

As to QuickBooks Integration Services or AppConnect, you agree that Intuit and any third party subcontractor acting on Intuit’s behalf may: (i) during the term of this Agreement, use any and all information collected under the Agreement, including Customer Data, 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 Customer Data to intentionally solicit your end users with offerings competitive to those you may offer; (ii) use the Customer Data, with prior notice to you unless prohibited from such notification by subpoena or other lawful order of a court of law enforcement agency, to provide email communication to your end users; and (iii) offer the Intuit SDK or Services or another version of the Intuit SDK or Services after any termination or expiration of this Agreement, subject to any opt-out elections by you as the Developer, and all Applicable Laws, provided that such use does not reveal that the Personal Information is derived from Intuit’s relationship with you hereunder.

3. Developer Application minimum end user terms

This Section 3 applies where you license your Developer Application to Licensees (including Customers). You, and not Intuit, are the licensor of your Developer Application to Licensees and are responsible for providing all customer and technical support and maintenance for your Developer Applications. You agree to provide each Licensee with an end user license agreement or terms of service (“EULA”) that contains terms which are no less protective of Intuit and its affiliates and suppliers than those set forth below (“Minimum Terms”). You agree to promptly respond to any Licensee inquiries forwarded by Intuit relating to your Developer Application. In the event of any change to, or discontinuation of, your Developer Application you shall provide notification to Licensees and address any related customer inquiries. Developers whose Developer Application is for its own use as a Licensee must also comply with the Minimum Terms set forth below:

1. Restrictions. Licensee and its employees shall not and shall not permit any third party to, directly or indirectly: (a) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the source code to the Developer Application; (b) rent or time-share the Developer Application or host the Developer Application in a multi-tenant environment; (c) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Developer Application or any copies thereof; (d) engage in any activity with the Developer Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party; and (e) use the Developer Application or data provided via the Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity. Licensee must comply with applicable laws and regulations in using, accessing or distributing the Developer Application, including any data provided via the Developer Application.
2. Data Use. Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is provided to Licensee, may be used by our third party vendors to conduct certain analytical research, performance tracking and benchmarking. Such third party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including helping to improve products and services and assisting in troubleshooting and technical support. Licensee’s Personal Information will not be shared with or sold to unauthorized third parties.
3. Data Transfer. Licensee agrees and acknowledges that Customer Data, including Personal Information, may be transferred to a third party located in a country that does not have adequate security controls to protect Licensee’s data.
4. Third Party Services. Licensee understands that the Developer Application may require access to certain third-party services (“Third Party Services”). In order to use the Developer Application that uses or collects data from the Third-Party Services, Licensee hereby authorizes third party service providers, including Intuit, to obtain Licensee’s data from third parties and share it with Developer for the Developer Application. Such data may include Licensee’s financial or personal information with third parties. In addition, Licensee agrees that Developer may provide Licensee’s data to the third-party service provider. Licensee represents and warrants that Licensee has the rights and authority to provide such authorizations to the third-party service providers and Developer. Licensee’s use and/or access of Third Party Services shall be limited to those uses and access rights permitted by the third-party service provider. If Licensee accesses or uses the Third-Party Services, Licensee is responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. Licensee understands that Developer has no control over the Third-Party Services and that Licensee’s ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.
5. Security. Licensees are fully responsible for the security of data on Licensee’s website or otherwise in Licensee’s possession or control. Licensees agree to comply with all applicable state and federal laws and rules in connection with the collection, security and dissemination of any personal, financial, credit card, or transaction information (defined as “Data”) on your website. Licensee agrees, where applicable, it shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. It is Licensee’s responsibility to comply with these standards.
6. Third Party Beneficiary. Licensee acknowledges that Intuit is a third-party beneficiary under this Agreement with rights to enforce the terms of this Agreement.
7. Termination. If a Licensee’s access to any Developer Application is terminated 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. 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.
8. Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT THE DEVELOPER APPLICATION, ANY THIRD-PARTY SERVICES AND ANY DATA PROVIDED VIA THE THIRD-PARTY SERVICES OR DEVELOPER APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DEVELOPER, ITS LICENSORS AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE DEVELOPER APPLICATION, ANY THIRD PARTY SERVICES OR ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION, IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. LICENSEE UNDERSTANDS AND AGREES THAT ANY USE OF THE DEVELOPER APPLICATION, THIRD PARTY SERVICES OR DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION WILL BE AT LICENSEE’S SOLE RISK, AND THAT, IF THERE IS ANY LIABILITY IN CONNECTION WITH THE DEVELOPER APPLICATION, INCLUDING LIABILITY ARISING FROM A SECURITY INCIDENT OR DEVELOPER’S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH THE DEVELOPER AND NOT ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS.

4. AppConnect

This Section 4 applies solely to AppConnect.

4.1 Third Party Terms

Intuit may provide a service to allow you to obtain your customer’s data with third parties via our AppConnect for use in your Developer Application. Upon customer’s authorization, we may retrieve your customer’s data from third parties, on your behalf or your customer’s behalf, as applicable. You may request such data for your Developer Application. Your request is valid until such time you disconnect from AppConnect. By requesting such data via AppConnect, you agree to this Agreement and the terms and conditions and privacy policy of the third party that is providing the data. Such third parties may restrict data usage and transfer and impose obligations and conditions on you, including restrictions against use of the data for any purpose that may compete with the third party. You acknowledge that you are solely responsible for compliance with third party terms, and that you comply with such terms when you use AppConnect to request data; otherwise you must not use AppConnect. You also acknowledge that such third parties are third party beneficiaries under these terms, and they have rights to enforce these terms against you. Please review their terms carefully before you use AppConnect.

While we may provide a link to third party sites on AppConnect, you should visit the third party’s sites directly to review their most recent terms prior to requesting Customer Data via AppConnect. Periodically, you should continue to review their terms and conditions as they may be updated by the third party. If you do not agree to all of the third party’s terms, you shall not use AppConnect to obtain data from that third party. Otherwise, you are subject to their terms and this Agreement. We do not endorse or recommend any third party even if they are on AppConnect or otherwise associated with us.

4.2 Restrictions

You agree that you shall not transfer any data that you receive via AppConnect (including anonymous, aggregate, or derived data) to any ad network, data broker or other advertising or monetization-related service.

You acknowledge that AppConnect, including our systems and/or our third party systems that support AppConnect may not comply with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS). You shall not request any credit card or debit card data, including account number, security code, name on the account or expiration date via AppConnect.

You will not instruct us to obtain data from third parties that will include any protected health information. AppConnect is not intended to be used to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”). We make no representations that we satisfy HIPAA requirements.

You will not use the AppConnect (a) to process or store any data that is subject to International Traffic in Arms Regulation; or (b) where the failure of the services would lead to death, personal injury or environmental damages (e.g. operation of nuclear facilities, air traffic control or life support systems).

Except as expressly permitted by the content owner, you will not (a) scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; (b) copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party; (c) misrepresent the source or ownership; or (d) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

4.3 Fees

There is no fee for use of AppConnect at this time. We reserve the right to charge a fee at any time upon prior notice. We may post changes to these terms, including fees on our site.

4.4 Intuit Data

If you are requesting Intuit data (e.g. QuickBooks) via the Services, you are subject to additional terms and conditions for the particular QuickBooks data.

4.5 Trademark

Third party trademarks, service names, logos and marks are the properties of their respective owners. Intuit is not affiliated with these third parties. You are not granted any express or implied rights to use third party marks as part of our services.

SUPPLEMENTAL TERMS FOR INTUIT FINANCIAL SERVICES

The following Terms and Conditions also apply and shall prevail over any conflict or inconsistency with the Agreement. By accessing or using Intuit Financial Services, you agree to these terms. If you do not agree to these terms, you shall not use Intuit Financial Services.

1. Your access to and use of the Intuit Financial Services, including your right to access and use Customer Data, is subject to the terms of this Agreement and the contract which must be established between you and Intuit prior to your accessing the Service (the “Data Access Agreement”). In case of any contradiction between the terms of this Agreement and those of the Data Access Agreement, the terms of the Data Access Agreement shall prevail.
2. In addition to Intuit’s rights under this Agreement, Data Providers may impose requirements, conditions or limitations related to your access, storage, processing, retention or deletion of Customer Data. As a condition to accessing such data from a specific Data Provider, you agree to comply with all requirements and requests which may be imposed by such Data Provider from time to time. You acknowledge and agree that a Data Provider may elect (and you shall not oppose such election) to enforce rights under this Agreement or the Data Access Agreement, including those related to compliance verification, audit rights, and indemnification, as third party beneficiary.
3. You acknowledge that through Intuit Financial Services, you may access various financial information of Customers as Customer Data. For all time during which you continue to store or process Customer Data, you agree to implement and maintain adequate safeguards, in full compliance with this Agreement, its Policies and Applicable Law, regarding data rights of Customers, how you obtain informed consent from Customers, how you use Customer Data, and how you protect the security, privacy and confidentiality of Customer Data.