Introduction and Overview

Thank you for choosing Intuit Inc. We provide a platform (the "Platform") that encompasses (1) a variety of services, including TurboTax and QuickBooks (each, a "Service"); and (2) installable software (including our desktop and mobile applications), any accompanying documentation, and any updates to such software or documentation (collectively, "Software"). Intuit Inc., along with any parent, subsidiary, affiliate, or related companies (including those listed here and at https://www.intuit.com/legal/intuit-group-companies/) are referred to in these provisions as "Intuit Group Companies" or simply "Intuit" or "us."

When you use the Platform, you enter into a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement, though, and you should read each section carefully and in full. We've also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Platform generally and are separate from the provisions in Section B which include additional provisions for your use of specific Intuit Software or Services (as defined below).

If you are an individual acting on your company's or client's behalf, you accept these provisions on their behalf and the term "you" will refer to you, your company, or your client.

Agreement to These Terms

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Global Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties.

To access and/or use the Platform, you acknowledge and agree:

• To the terms and conditions of this agreement ("Agreement"), which includes:
• Intuit's Global Privacy Statement;
• The current version of the terms set out in Section A and Section B; and
• Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties (which we refer to as "Additional Terms")
• You are at least 18 years of age;
• You are capable of forming a binding contract with Intuit; and
• You are not a person who is prohibited from using the Platform under the laws of the United States, or any other applicable jurisdiction.

You understand that by using certain Services, you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law to permit Intuit Inc. and its affiliated companies to obtain and periodically refresh your credit information and other information about you from third parties for marketing, eligibility, and other purposes described in Intuit's Global Privacy Statement. You understand that your instructions authorize Intuit and its affiliated companies to obtain such information now and periodically in the future for as long as you have a registered Intuit account. We will stop refreshing your credit information when you cancel your account through your account settings.

Your Personal Information

We want to be transparent about how we use personal information and about your rights in our Global Privacy Statement. You should only provide us with personal information of others if you have received permission to do so. You agree that Intuit may use and maintain your personal information according to Intuit's Global Privacy Statement and any changes published by Intuit.

To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Global Privacy Statement. You further agree that, other than with respect to information furnished to TurboTax in connection with the preparation of an individual tax return, any sharing of personal information among Intuit Group Companies is contemplated as part of the Platform. You agree such sharing does not constitute a "sale" of information as defined under the CCPA.

Changes

Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.

We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to these changes, you may stop using the Platform or terminate your account.

Similarly, we may update the Platform, including with tools, utilities, improvements or third-party applications. You agree to receive these updates. We may further modify, suspend or discontinue parts of the Platform, including but not limited to the Software, at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of any part of the Platform.

Your rights to Use the Platform

You can use our Platform for your own personal, your own internal business and lawful use or as otherwise permitted under this Agreement.

Except as set forth in the Section B terms, you may access and use the Platform for your own internal, lawful purposes only, and only in accordance with the applicable terms provided by Intuit.

Beta Features

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.

We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.

Account

You will provide accurate, up-to-date account information and securely manage such information.

You may need to sign up for an account to use the Platform. We may need to verify your identity, and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, "Account Information"). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.

You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.

Payment & Cancellations

Some Services may be free; others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time but you may not receive a refund or partial refund.

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform. 

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Intuit may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.

Your payment to Intuit will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Unless otherwise indicated in your Subscription terms, Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds, partial refunds or credits for any cancellations or partial subscription period.

Desktop and Mobile App Use

Desktop and Mobile versions of our Platform may be available for download but you must follow applicable third-party platform, network or operating system terms when using them.

Access to the Platform and data or content residing on the Platform may be available through one or more apps for a compatible desktop computer or mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications network provider and any third-party mobile app marketplace.

With respect to the applicable Software, you are only granted limited rights to install and use the Software you have downloaded, signed up for a Subscription to use, or for which you have purchased a license or acquired a free trial license. Intuit reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations) and any applicable, timely subscription payment(s), Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in Intuit's then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Intuit for the applicable Software.

You acknowledge and agree that such Software is licensed, not sold.

You may make a single copy of the Software for your own backup purposes provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Software as delivered to you.

Third Party Advice and Products

You may have access to professional advice and third-party products. Any such advice and products are not covered under this Agreement.

From time to time, we may offer specific functionality in the Platform that provides you with the opportunity to seek professional advice, for example, the ability to speak with a tax expert. Unless specifically disclosed, Intuit is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.

The Platform may include information about or offers for third-party services or products or allow you to access or connect your account to third-party services or products. Intuit does not warrant, and is not responsible for, the services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with the third-party's services and product provisions. Intuit may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.

Content and Data

What's yours remains yours, what's ours remains ours, but we may use information you provide to improve our Platform. 

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your "Content"). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you're free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Intuit a license to use your Content, as described in more detail below.

1. What's covered

This license covers your Content to the extent your Content is protected by intellectual property rights.

2. Scope

This license is:

• Worldwide, which means it's valid anywhere in the world;
• Non-exclusive, which means you can license your Content to others; and
• Royalty-free, which means there are no fees for this license.

3. Rights

This license allows Intuit to:

• Host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;
• Publish or publicly display your Content, if you've made it visible to others; and
• Modify and create derivative works based on your Content, such as reformatting or translating it, and analyze your Content in order to train Intuit's artificial intelligence and machine learning technologies.

4. Purpose

This license is for the limited purpose of operating, providing and improving the Platform, which includes, but it not limited to allowing the Platform to work as designed and creating new features, capabilities and functionalities.

5. Duration

This license lasts for as long as your Content is protected by intellectual property rights.

Intuit may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Intuit will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Intuit's products and services, including the Platform.

As between you and Intuit, Intuit and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

Prohibited Uses

We expect you to obey the law and follow certain rules in using the Platform.

Intuit does not condone or support any activity that is illegal, violates the rights of others, harms or damages Intuit's reputation, or could cause Intuit to be liable to a third party. At minimum, you may not use the Platform to:

• Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
• Post or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
• Transmit any virus, trojan horse, or other disruptive or harmful software or data;
• Send any unsolicited or unauthorized advertising, such as spam;
• Impersonate or misrepresent your affiliation with Intuit;
• Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
• Attempt to reverse engineer, decompile or disassemble in any way any of the Platform;
• Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn't belong to you;
• Use the Platform for general archiving or back-up purposes; or
• Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.

We take copyright seriously at Intuit. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.

Intuit may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.

Intuit may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Platform properly.

Community Forums; Feedback

You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.

The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. Intuit does not support and is not responsible for the Content in these community forums. Please be respectful 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.

You may provide Intuit your feedback, suggestions, or ideas for the Platform. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty-free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.

Termination

You may cancel your account and Intuit may suspend or terminate your use of the Platform. For mobile apps, removing the app may not cancel your subscription or delete your data.

This Agreement is effective until your subscription expires or you cancel your account or Intuit terminates this Agreement (or your account). Intuit may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.

Please note that removing an Intuit mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please log into One Intuit Account Manager and follow the instructions under the respective data and privacy settings or follow the instructions in our Global Privacy Statement.

Effect of Termination

You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).

Upon expiration of your subscription or cancellation of your account, or Intuit's termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees due for Platform use. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

Survival

There are a few parts of this Agreement that will continue to apply after termination. The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: "Your Personal Information," "Payment and Cancellations" (with respect to fees due and unpaid), "Content and Data," "Community Forums; Feedback," "Effect of Termination," "Disclaimers," "Limitation of Liability," "Indemnity Obligations," "Disputes," and "General Terms (Miscellaneous)".

Intuit Communications

We may contact you from time to time to support your use of the Platform.

In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

Third Party Account Information

Intuit is not responsible for any account information obtained from third parties.

When you direct Intuit to retrieve your account information from third parties, you grant Intuit a limited power of attorney to access the third-party services to retrieve such account information. Intuit will be acting as your agent and will not be acting on behalf of the third party.

Intuit does not review third-party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Intuit is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.

Disclaimers

We don't make any warranties about the Platform except as expressly stated in this Agreement.

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided "as-is," and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.

Limitation of Liability

Our liability is limited when it comes to issues you may encounter with our Platform.

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Intuit won't be responsible for any losses.

The total aggregate liability of Intuit and our third party providers, licensors, distributors or suppliers ("Intuit Parties") arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.

The Intuit Parties won't be responsible for the following:

• Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;
• Indirect, incidental, or consequential loss; or
• Punitive damages.

The above limitations apply even if the Intuit Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

If you're legally exempt from certain responsibilities, including indemnification, then those responsibilities don't apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn't override those immunities.

Indemnity Obligations

If someone sues us because you used the Platform unlawfully or didn't follow our rules, you will be responsible for any harm to us.

You will indemnify and hold harmless the Intuit Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Intuit in the defense of any claims.

Disputes

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.

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 Platform or this Agreement (a "Claim") will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

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 is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, 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 account.

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.

You and Intuit agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Intuit therefore 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 you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Intuit is represented by counsel, its counsel may participate in the conference as well, but Intuit agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

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. You agree that you may not commence any arbitration or file a Claim in small claims court unless you and Intuit are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Intuit during that time. 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.

The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA's National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Intuit company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Intuit will not seek to recover its attorneys' fees and costs in arbitration from you unless 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)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.

Unless you or Intuit seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Intuit and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or Intuit prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.

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.

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 paragraph, 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 Disputes Section shall be null and void.

General Terms (Miscellaneous)

Governing Law

The laws of California govern this Agreement and any disputes that may arise.

California law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.

Global Trade and Export Restrictions

You are allowed to use the Platform under the laws of the U.S. and other applicable territories. The Platform shall not be exported to countries that are embargoed by the U.S. government.

You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department's list of Specially Designated Nationals or any other similar prohibition. You acknowledge that the Platform may be subject to restrictions under applicable U.S. export control laws and regulations. You agree that you will comply with these export control and sanctions laws and regulations, and will not transfer or provide any part of the Platform, in violation of these laws and regulations, directly or indirectly.

Government End Users of Software

Even if you are a government end user, your rights to Software are limited to what is described in this Agreement.

The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software," as such term is used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Software will be only those specified in this Agreement.

Waiver

If we waive some of our rights under this Agreement, it doesn't mean we waive our rights in other circumstances.

Intuit's failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Intuit of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Intuit.

Assignment 

You can't transfer this Agreement or your right to use the Platform to someone else without our permission.

Intuit may assign this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.

Severability

If a court voids a term of this Agreement, the other terms will not be affected.

If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.

Contact Information

If you have any questions about the Platform or this Agreement, please contact Intuit support.

Latest Revision: August, 2023

IMPORTANT NOTICE. USE LIMITATIONS: Your rights to use the Software, Services, add-on products and services (if any) are subject to the general terms above and the Additional Terms and Conditions below. The Additional Terms and Conditions BELOW shall prevail over any conflict or inconsistency with the General terms above. 

1. DEFINITIONS. For purposes of this Section B, certain capitalized words and phrases used in this Section have the meaning defined below. Other capitalized terms and their defined meaning are also provided embedded elsewhere within the text of this Agreement.

1.1. "Applications" means Intuit Applications and Third-Party Applications. 

1.2. "Authorized User(s)" means any and all individuals (e.g., your accountant or trusted financial advisor, etc.) who you designate or authorize to access and/or modify your Software data on your behalf.

1.3. "Beta Features" means any new or updated non-commercially available Software features which Intuit may from time to time make available for your use, Trial, and feedback. 

1.4. "Data Transfer" means the process of transferring or sharing, upon your authorization, your Software data with or to one or more Applications.

1.5. "Desktop" is used to refer to any and all versions or editions of QuickBooks primarily designed for installation, access and use on a desktop or laptop computer (e.g., QuickBooks Desktop Pro Plus, or QuickBooks Desktop Premier Plus, Accountant, Mac Plus, Enterprise, etc.).

1.6. "Intuit Application(s)" means other, separate applications developed by Intuit that you use and/or authorize to access your Software data using the Data Transfer features. 

1.7. "QuickBooks Online" or "QBO" is used to refer to the version of QuickBooks primarily designed for access and use as an online-hosted Service.

1.8. "QuickBooks" or "QuickBooks Desktop" means the 2024 Intuit QuickBooks Desktop financial and accounting software application. 

1.9. "Service(s)" is used in this Section B to refer to the various systems, facilitative processing operations, functionality, or other operational features, including but not limited to support and maintenance, or other products or promotions which may be provided or made accessible to you in or through the Software as a standalone or online-hosted offering. Services does not include paid add-on services that may be available to you for a separate or additional fee through the Software.

1.10. "Software" has the meaning defined above in Section A and for purposes of this Section B means specifically the QuickBooks Desktop software for 2024 that is the object of this Agreement, as well as any other free Intuit-provided Services, software, applications, programs, tools, and other components, accessible in or through, or in combination with, QuickBooks Desktop, including but not limited to the QuickBooks Desktop Manager installer application (if provided to you) and any QuickBooks Desktop Mobile Application(s) for iOS and/or Android mobile operating systems, if available for use with your version of QuickBooks Desktop, as well as any Updates that you may be eligible to receive based on the Subscription license purchased as set forth in Section 10 further below. For clarity, Software excludes Upgrades and any paid add-on services, such as Payroll for Desktop, other Ancillary Payment Services and Money Movement services. 

1.11. "Subscription" or "Subscription Plan" refers to the payment of fees on a monthly, quarterly, or annual basis for a license to access and use the Software and any included Services.

1.12. "Third Party Application(s)" means each and all products or services developed by third parties that you use in or through the Software and/or authorize to access your Software data. 

1.13. "Trial" means a limited trial-only version of the Software, along with any add-on or other software, products, services, functionality, or features, which may be offered by Intuit for your use on a limited or short-term basis.

1.14 "Uninstall" and "Install" as used throughout this Agreement refer to the actual removal of QuickBooks application from a computer (Uninstall) and the reinstallation (Install) of a new version of the QuickBooks software, along with the upgrades of all QuickBooks related data and company files.

1.15. "Updates" means Software improvements, patches, security updates, fixes, (including, e.g., security fixes or bug fixes), changes, including addition or removal of new or existing features, new required processes or steps, other components, error corrections, or other requirements for continued use of the Software, generally provided to users of your specific version of the Software, when-and-if they are made available and as may be required by Intuit for continued use of the Software. For clarity, Updates exclude Upgrades.

1.16. "Upgrades" means any major or significant future-released versions of the full or complete Software, if developed and released by Intuit at its sole discretion. Intuit may choose not to release any Upgrade of the Software during or after your current Subscription term. For clarity, Upgrades exclude Updates. 

1.17. "You", "you" and "your" as used throughout this Agreement means the individual person, or the legal entity on whose behalf such person acts, that licenses the Software and is identified by name during the Software account creation and registration process.

2. REGISTERING THE SOFTWARE; ACCOUNT SIGN UP OR SIGN-IN; REGISTRATION DATA 

2.1. Registering the Software. During or after installation, you will be required to activate and register the Software (including providing your company information and the personal information of an authorized company representative) before use. You will be asked to provide a valid Software product and/or license number or key. You agree to keep your registration and/or account profile information accurate, complete, and current and any Software license information secure and confidential. Allowing or enabling others to use your license number(s), product number(s), and validation number(s), if any, is a violation of this Agreement, grounds for immediate termination by Intuit and is strictly prohibited.

2.2. Intuit Account Creation and Sign Up or Sign In. You will be required to create or sign up for an Intuit account (and sign in) with Intuit in order to use the Software and you agree to do so within the time specified by the Software, otherwise you will not be able to continue to use the Software. To help avoid unintended access to your account or profile information, the Software may be designed to automatically sign you out of your account (and require another sign in), including after periods of inactivity. When signing up or using the Software, you may be prompted to create a (one-time) private encryption key or password in connection with your account and data file(s), and you may be required to engage in multi-factor authentication, including via use of a unique security code sent to your mobile device. You understand and agree that you are responsible for any and all mobile data charges associated with this multi-factor authentication. Once created, you must take care to either memorize and/or securely store all passwords and encryption keys. If you forget or misplace an encryption key, you may lose access to your data that is encrypted with that key. Intuit is not responsible or liable for passwords or encryption keys stored insecurely, forgotten, or misplaced, or for any unauthorized access or inability to retrieve or recover access to data resulting from such unsecured, forgotten, or misplaced passwords or encryption keys.

2.3. Registration Data. Your data, including your registration information, will be collected and used as provided in this Agreement and in accordance with our privacy policies, which can be found at https://security.intuit.com/index.php/privacy or by accessing the Privacy link on the website for the Software. If and when you connect to the internet and use the Software, Intuit may also gather certain kinds of information which Intuit may use to improve the Software and/or develop other Intuit products, better customize your experience with the Software in future releases, and present you with improved Intuit marketing offers.

3. LICENSES, LICENSE GRANT; LIMITATIONS AND RESTRICTIONS

3.1. Licenses, License Grant. Provided that you comply with all of the terms and conditions of this Agreement, Intuit grants you the following license rights:

3.1.1. Trial-User License. From time to time, Intuit or certain third parties may offer certain Trials and the opportunity to use them for a finite period of time ("Trial Period"). If you have signed up to use any Trial version or Trial Subscription in the United States:

3.1.1.1. You are granted a limited non-exclusive license during the Trial Period to use the Trial so that 1 individual may access the Trial version or Subscription on a single computer. You may print 1 copy of any online user documentation in relation to the Trial version or Subscription, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Trial (if any); and 

3.1.1.2. Your license to use any Trial is valid only for the Trial Period. You understand that upon expiration of your Trial user license, you must purchase a license for the particular software, product, or Service or sign up for the Subscription in order to continue using or accessing the applicable software, product, or Service and to retain any Content (defined furthest above in Section A.5.) that you have entered into or created within the software, product, or Service data file, or posted or uploaded during the Trial Period. If you do not purchase the particular software, product, or Service license or Subscription by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Trial software, product, or Services during the Trial Period, if you decide not to purchase the license or Subscription for the full version of the applicable software, product, or Services, you will not be able to access or retrieve any of the Content and data you added, uploaded, or created with the Trial during the Trial Period.

3.1.2. Subscription License. If you purchased a Subscription, the terms of this Agreement, as supplemented by Intuit's then-current Subscription terms, will govern your use of the Software. The duration of such license to use the Software will be based on your product's then current Agreement, and your timely payment of all subscription renewal costs and fees. 

3.1.3. Single User License and Single User Add-On Pack Licenses. If you purchased a single user Subscription license you may install the Software for access and use solely by one specific person on (i) one primary computer, and (ii) one additional computer (e.g., a laptop or a home computer) –-and, for the QuickBooks Desktop Mobile App, on your mobile device(s)–- which together you own and use in your business, all for use by that same specific individual person, all of the duration of your paid Subscription term. 

3.1.4. Multi-User License and Multi-User Add-On Pack Licenses

Certain versions of the Software or Subscription may allow for multiple additional users of the specific edition of the Software you have Subscribed to use, if applicable, upon payment of an additional license fee for each such additional user. If you purchased a multi-user Subscription license or add-on pack you may install the Software on the number of computers equal to the number of user licenses for which you purchased Subscriptions — or, for the QuickBooks Desktop Mobile App, on your mobile device(s), all for the duration of your paid Subscription term. 

You understand and agree that access to and use of the Software is solely for the number of specific persons corresponding to the number of user Subscription licenses you purchased, with no substitution of such users except as expressly permitted by this Section. By way of example only, if you have 10 employees in your company, and if you have only paid for 3 user Subscription licenses for your specific edition of the Software, you are granted a limited non-exclusive license to: download and install the Software on up to 3 computers which are owned and operated by and for your company; and allow up to 3 individuals only (who are your owners, employees, or contractors) access the Software or Subscription during the paid Subscription term. You may also: (a) place a copy of your Software data file(s) on a network to be accessed and used by such individuals (and install the Software on one additional computer above the number of the license(s) you purchased, solely to accompany your Software's shared data file, and not for direct use of the Software by another user); and (b) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation provided in relation to the Software, solely for use by such licensed user, all solely during the paid Subscription term. If a licensed user is no longer employed by your company, you may reassign that employee's user license to another user within your company (i.e., designate a new specific employee to use the license formerly used by the departed employee). All users in a multi-user environment must be using licensed copies of the same version year of the Software. Use of the Software by each additional user will be subject to the same restrictions as the single user license. You are responsible for ensuring that all licensed users, including any added licensed users, comply fully with the terms of this license.

3.1.5. Use with Your Mobile Device. Use of the Software may be available through a compatible mobile device and require Internet access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

(b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. 

3.1.6. Unlocking a New Software License. If you elect to convert from one edition of the Software to another using the unlock purchase process within the Software, your use of the new unlocked version or edition of the Software must be in accordance with the terms and conditions of this Agreement. Once you have the unlocked version, you may no longer use the original version of the Software on any computer.

3.1.7. Software Copies. Whichever license you obtain, if you purchased a valid Subscription license for the Software and received the Software through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software for your own use, if needed, on the single computer or additional computer referenced in 3.1.2., and 3.1.3., above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

3.1.8. License Grant for Payroll for Desktop (if purchased, subscribed and activated). If you purchase a subscription for Payroll for Desktop services to use with the Software, then:

3.1.8.1. If and when you subscribe to the Payroll for Desktop service, accept any additional terms, and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll for Desktop services only) and applicable updates, when-and-if made available to you, as well as related documentation within the United States, only in connection with the Software and Payroll for Desktop services, and only provided that you comply with all of the terms and conditions of this Agreement. You may only use and/or install the Payroll for Desktop service and Updates, including tax table Updates, only on the computer(s), and only for access and use by the individual(s) or entity, for which the Software license was purchased; and

3.1.8.2. You may not perform any of the following actions which are violations of this Agreement and the licenses granted to you: (i) Use Payroll for Desktop service Updates except with the Software; (ii) distribute copies of the Software, or allow access to the Payroll for Desktop service, to or by entities or persons that have not purchased a license to the Software or Payroll for Desktop service from Intuit; (iii) permit others to access the Payroll for Desktop service for their own purpose, or (iv) process payroll, make payments or otherwise use the Money Movement Services (as described and defined in Section 5.1) for any other person, company, or legal entity without a valid license or subscription to the applicable Payroll for Desktop service for Accountants.

3.1.9. Assisted Payroll for Desktop. If you purchase a subscription for Assisted Payroll for Desktop services (defined in Section 5.3 below), then, as long as you pay the applicable fees and accept any additional terms presented during the purchase process, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when-and-if available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement and any other terms presented during sign-up. You may only use or install Updates to the Assisted Payroll for Desktop service on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

4. MAXIMUM LIMITS FOR SIMULTANEOUS USERS; CONCURRENT FILE ACCESS; LIST ENTRIES

4.1. Maximum Limits for Simultaneous Users. Subject to the terms of this Agreement, the particular edition of the Software licensed, and the number of individual user licenses paid for by you as described above in Section 3.1.3., you may be permitted a multiple number of licensed users who are authorized to simultaneously access and use the Software (or concurrently access a company file) on a network, up to a maximum number of licensed users as set forth in the table below. Any unauthorized use of the Software (or concurrent access of a company file) by more than the maximum number of simultaneous (or concurrent) licensed users permitted for that particular version of the Software, or otherwise exceeding your paid license(s), may result in failure of the Software, performance degradation, errors, and/or loss of data, and will be considered a material breach of this Agreement:

4.2. Maximum Limits for Concurrent File Access. When you purchase a Software license, you may be able to use the Software to manage multiple (different) company files. Depending on the edition of the Software, type and number of user licenses you purchase (for example, Software versions or licenses that allow for multiple users or multiple user mode), and subject to your payment of applicable additional or multi-user license fee(s), 2 or more networked users may be able to open, manage, and/or collaborate on the same company file at the same time. As set forth above in Section 4.1., there may be limits to the number of concurrent networked users who may simultaneously access any single company file. Additionally, if you have not acquired sufficient user licenses the Software may not support or allow the opening or managing of different company files simultaneously. You are responsible for all access and use (and for maintaining password protection) of all your company data files.

4.3. Maximum Limits for List Entries. When you purchase a Software license, and depending on the particular Software edition and operating system platform (Windows or Mac), there may be limits to the number of lists, list entries, and custom fields permitted for each list in your company data file based on your version of the Software. See the Software website, or packaging or installation guide for more information. Within the Software, you can also press the F2 key to display certain product information, including the version of QuickBooks Desktop Software you are running, the size and location of your company file, and the number of lists or number of entries you have in your lists. 

5. ADDITIONAL LICENSES AND SERVICES AVAILABLE BY SUBSCRIPTION. Additional Subscription licenses and services that may be obtained in connection with the Software include the following:

5.1. Money Movement. 

5.1.1. Intuit Payments Inc. Intuit and its subsidiaries and/or affiliates offer add-on fee-based services that include payments functionality that you can obtain in connection with your use of the Software (the "Ancillary Payments Services"). The Ancillary Payments Services, as further defined and described below, are the following additional subscription services that may be obtained in connection with the Software: Payroll for Desktop service(s); Assisted Payroll; Enhanced Payroll and Direct Deposit Service(s) or successor versions of such services. To the extent that your use of the Ancillary Payments Services involves the transmission of funds, whether in connection with payroll processing, tax payments, or other similar payments-related services (collectively, "Money Movement" services") such Money Movement services are provided to you by Intuit Payments Inc. ("IPI"), a licensed money transmitter. Please note that while the Money Movement services are provided by IPI, under certain circumstances IPI is not required to provide such services under its money transmission licenses. All references in this Agreement to "Intuit," "we," "us," "our," or similar terms, shall be understood to mean IPI solely with respect to the provision of Money Movement services. For payment processing services for merchants, please see Section 6.11 below.

5.1.2. General Conditions for Money Movement Services.

5.1.2.1. The Money Movement services are available only in the United States (but not the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and possessions). To be able to use the Money Movement Services, you: must not be domiciled, reside, or have a principal place of business outside the United States; must not be engaged in any illegal activity or any activity reasonably likely to cause notoriety, harm, or damage to the reputation of Intuit, IPI or any banks or other service providers we use to provide the Money Movement Services; must not be listed on any other third party or governmental sanctions lists; and must comply with the Acceptable Use Policy. If you are engaged in any of the prohibited activities, business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use the Money Movement Services. In addition, you may not, and may not attempt to use the Money Movement Services to transfer funds to a person, entity, or jurisdiction outside of the United States or in any instance in which such transactions are prohibited by law, nor may you use the Money Movement Services for any funds transfers not part of the Ancillary Payments Services. If there are multiple licensed Software users, you affirm that each user of the Money Movement Services who initiates a payment request is authorized to do so on your behalf.

5.1.2.2. From time to time, IPI may publish additional guidelines, policies, and rules (collectively "IPI Policies") regarding the Money Movement Services and will provide appropriate notice to you regarding such IPI Policies. Consistent with any such notice provided to you, you understand and agree that your use of the Money Movement Services must be consistent with such IPI Policies, and agree to provide any information we deem necessary to verify your compliance with such IPI Policies.

5.1.2.3. In order to comply with applicable federal laws relating to anti-money laundering and terrorism financing, including the USA PATRIOT Act and the Bank Secrecy Act, IPI may request that you provide information beyond what is required for your use of the Software, including but not limited to: a copy of a government-issued ID (such as a passport or driver's license); your business license; taxpayer ID number; financial or bank statements; utility bills; or your personal or business tax returns. In addition, you agree and authorize IPI (directly or through third parties) to make any inquiries we consider necessary to verify your or, in the case of an entity, the principals' and/or owners', identities, or to determine your current and ongoing creditworthiness, financial status, and/or ability to perform the obligations hereunder. This may include asking you to confirm email address, mobile/phone numbers, or bank accounts, or verifying information you have provided using third-party databases (including by obtaining your individual and business credit report, personal profile, or other information from one or more third-party databases). You consent to IPI updating your account information from time to time based on information provided by you, your bank, other payments services providers, or other data sources used to evaluate the current status of the business and/or its owners.

5.1.2.4. IPI may establish processing limits and assign a maximum dollar amount for Money Movement Services provided to you during any applicable period of time identified by IPI. Consistent with obligations under applicable state money transmission laws and federal anti-money laundering laws, IPI may, in its sole discretion, place holds on any Payments (as defined below) initiated by you in order to protect against potential risk or fraud. Reasons for holds are proprietary to IPI and Intuit and may be based on multiple factors, including, but not limited to: (i) no or limited payments processing history with Intuit; (ii) past performance or standing of your account, including return or dispute rates; or (iii) businesses offering higher risk goods or services. You understand and agree that IPI's evaluation of risk may result in your ineligibility for some or all Money Movement Services provided in connection with the Ancillary Payments Services, including with respect to the settlement timing for Payments (subject to applicable restrictions under state money transmission laws). IPI also reserves the right, in its sole discretion, to review and reject any Payment. If a Payment is cleared after review, we will provide notice to you. Otherwise, we will attempt to cancel the Payment and your funds may be returned. IPI will have no liability for any losses, either direct or indirect, which you may attribute to any hold, review, or other delay or suspension of a Payment.

5.1.2.5. Without limiting the conditions of termination as set forth in Section 14 below, IPI reserves the right, in its sole discretion and with or without notice or cause, to suspend or terminate the provision of Money Movement Services and any/all Ancillary Payment Services, including without limitation, if: (a) we have reason to believe that fraudulent transactions or other activity prohibited by this Agreement has occurred; (b) such action is necessary to prevent loss to us; or (c) you violate any portion of this Agreement, including the Acceptable Use Policy; and (d) if Intuit decides at its sole discretion to discontinue offering or providing you with such Money Movement Services and any/all Ancillary Payment Services via the Software or (d) Intuit, IPI or any of their affiliates decide in their sole discretion, for any reason or for no reason, to discontinue offering and/or providing any such services to you at the end of your current Subscription term. 

5.1.2.6. Upon termination, your ability to use the Ancillary Payments Services may be limited as we will not be able to facilitate transmissions of funds on your behalf. Any funds that remain in your account for any reason, including your abandonment of your account or your failure to remedy any deficiencies in the information we are required to collect for anti-money laundering purposes, for the applicable time period as mandated or allowed by applicable law may be remitted to your state of residency or otherwise in accordance with unclaimed property laws. We may also unwind transactions or direct funds to specially designated accounts pursuant to anti-money laundering, sanctions or other compliance requirements.

5.1.3. IPI Provision of Money Movement Services.

5.1.3.1. The Ancillary Payments Services provide functionality to enable you to track, calculate, and initiate payroll and other payments to employees, tax payments to taxing authorities, and other payments to employees or third-party vendors. Specific conditions and requirements for each of the Ancillary Payments Services is provided below. This section describes rights, responsibilities, and obligations with respect to the transmission of funds on your behalf in connection with the Money Movement Services.

5.1.3.2. With respect to the Money Movement Services, you are the "Payor" and the person or entity you are seeking to pay (which may be a vendor, taxing authority, or Employee, as defined below) is a "Payee." As a Payor, an eligible transfer of funds to a Payee that you initiate through any of the Ancillary Payments Services, in accordance with the specific terms set forth below and any instructions provided through the applicable software, constitutes a "Payment." When you make a valid Payment request, IPI receives funds from you and transmits the funds to the Payee in accordance with your instructions. When transferring funds IPI receives from you to a Payee, IPI’s obligation with respect to Payment shall be deemed satisfied when the Payee's bank credits the Payee's account with such funds.

5.1.3.3. To use the Money Movement Services and to initiate a Payment, you must have a demand deposit account with an eligible financial institution capable of enabling Automated Clearing House ("ACH") transactions and such account must be identified when you enable the Ancillary Payments Services ("Your Account"). You can change Your Account in accordance with instructions provided through the Ancillary Payments Services settings. Please note, however, that under certain circumstances IPI reserves the right to use wire drawdown requests or other funding methods (collectively "Debits") to fund your Payments. 

5.1.3.4. You may request that IPI initiate a Payment to a Payee or Payees online ("Payment Transaction(s)"). After you submit your Payment Transaction, IPI will confirm receipt of the Payment request. Your Payment Transaction will not be processed if you do not receive our confirmation before the Payment Transaction is over. However, a confirmation does not mean that your Payment Transaction is error-free, and if errors are detected later we may be unable to complete your Payment Transaction. We will make reasonable efforts to tell you if we cannot complete your Payment Transaction. Payment Transactions taking place after certain processing deadlines may be considered to occur on the next business day. Specific information regarding Payment Transactions for applicable Ancillary Payments Services is provided in the below descriptions of the applicable service.

5.1.3.5. IPI generally processes Payment Transactions using the ACH. Such transactions are governed by the rules of the National Automated Clearing House Association ("NACHA"). NACHA may amend these NACHA Operating Rules at any time. By initiating a Payment, you authorize IPI to initiate credit and debit entries to Your Account, and to send Payments electronically or by any other commercially accepted method to the Payee or Payees you have designated and pursuant to instructions you provide with your Payment Transaction. You also authorize and direct the depository financial institution that holds Your Account to charge each debit to Your Account for that amount to be credited to IPI, and to respond to inquiries from IPI regarding your information and Your Account. This authorization will remain in full force and effect until IPI has received written notification from you of its termination in such time and in such manner as to afford IPI and the depository financial institution that holds Your Account a reasonable opportunity to act on it. For Payees that will receive disbursements via ACH, you agree to obtain the Payee's consent to credit their bank account and initiate a disbursement over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules. You also agree to maintain the security and integrity of all information that you collect and/or provide to IPI that IPI uses to process a Payment Transaction, whether using the ACH or otherwise. 

5.2. QuickBooks Payroll for Desktop (Basic, Standard or Enhanced), each referred to here as, "Payroll for Desktop")

5.2.1. Subscribing to the Payroll for Desktop. To subscribe to a subscription plan for a Payroll for Desktop service and to be able to calculate applicable payroll taxes and make payments, you must: (i) have registered the Software, (ii) have internet access, and (iii) use the latest version or Update of the Software, as required by Intuit. If applicable, you may be able to purchase a subscription for the Payroll for Desktop service online or by phone, or you may be able to subscribe from within the Software by selecting the appropriate employee menu item, and you will need to activate the Payroll for Desktop service within the Software using the numerical key provided to you at the time of subscription purchase. If you subscribe, your use of the Payroll for Desktop services shall be subject to this Agreement and in accordance with this Section (and to any subscription plan terms or other terms and conditions that accompany the Payroll for Desktop service itself). For purposes of this Agreement, the Payroll for Desktop service does not include or apply to Software and Trial versions that do not include or offer access to the applicable Payroll for Desktop service.

5.2.2. License Grant and Restrictions. For license(s) granted to you for use of the Payroll Desktop Services, see Section 3.1.8., above. 

5.2.3. Activating Payroll for Desktop. The subscription for the applicable Payroll for Desktop service you purchased will begin after it is activated within the Software and after we receive and process all the information requested during sign up, including your credit card or bank account information. Any subscription for Payroll for Desktop service purchased at a physical retail store location will begin after you activate the Payroll for Desktop service subscription online, which activation must occur no later than 60 days from purchase or the date indicated on the exterior of the Software packaging, whichever is earlier.

5.2.4. Unless You Have Purchased a Software Subscription with Payroll for Desktop already Included, a separate Payroll for Desktop service subscription Is required for each registered copy of Software. Unless you purchased a desktop Software bundle or Subscription with payroll already included (i.e., QuickBooks Desktop Pro + Payroll for Desktop), then for each registered copy of the Software, you must purchase a separate Payroll for Desktop service subscription in order to be able to use the Payroll for Desktop Service with that particular registered copy of the Software. For purposes of the Payroll for Desktop service subscription, QuickBooks Desktop Pro, QuickBooks Desktop Premier Multi-user pack, and QuickBooks Desktop Enterprise Solutions Business Management user pack are each considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Payroll for Desktop service. For every Payroll for Desktop service subscription, Intuit may impose a limit on the number of employer identification numbers (EINs) for or with which you can use the Payroll for Desktop service and if you exceed this limit, you may be required to pay additional fees.

5.2.5. Payroll Tax Table Updates

5.2.5.1. Updates to payroll tax tables may be provided, when-and-if they are made available by Intuit in its sole discretion, to active subscribers to the Payroll for Desktop service. We strongly recommend that you connect to your applicable Payroll for Desktop service regularly to validate your subscription and to be sure you have the most currently available Payroll for Desktop service Updates, including the most current rates and calculations for supported tax tables. Failure to connect to your Payroll for Desktop service regularly may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any such inaccurate withholding, or resulting in any way from your failure to regularly connect and update your Payroll for Desktop service. Also, as a safety measure, and due to the nature and frequency of changes in payroll tax rates, if your Payroll for Desktop service subscription expires, you will be unable to continue to process payroll using Payroll for Desktop service tax tables or tax forms, and if this occurs, you must connect to your Payroll for Desktop service, bring your subscription account current if necessary, and get the latest Payroll for Desktop service Updates in order to again be able to process payroll.

5.2.5.2. The Payroll for Desktop services may contain dated information. In using the Payroll for Desktop service, you understand that it may not include all the information or the most current information relevant to your particular needs or situation.

5.2.6. Preparation and Filing (or E-Filing and E-Payment) of Payroll Taxes and Other Liabilities

5.2.6.1. Payroll for Desktop services may include the option to track certain year-end or other payroll taxes and liabilities to aid your completion of forms, records, slips, or other reports for you to file with relevant governmental taxing and revenue authorities. Depending on your location and/or the version of Software or Payroll for Desktop service you use, the Payroll for Desktop services may include capabilities to assist you with the preparation and filing of necessary files, forms, or other documentation, either by providing the means to file materials by electronic transmission (from within the Software directly to the applicable governmental authority), or by providing the means to create a file which can be saved to your local computer desktop for filing by means of online transfer (i.e., manually locating and uploading saved file(s) from your computer desktop to the applicable governmental website via a web browser), as well as the possible option to print checks for your delivery to the applicable taxing authority. You understand, however, that regardless of the features or options available with the Payroll for Desktop services, you alone are responsible for timely preparation and remittance of all required payroll liabilities and taxes filings, including verifying that any Payroll Transaction (defined below) has been sent, received, and accepted by the relevant taxing authority, and if necessary, you are also responsible for manually delivering any filings and payments to the relevant taxing authority in the event that any online Payroll Transaction is rejected, in order to ensure timely receipt of such filing(s) or payment(s) by the taxing authority before the required due date.

5.2.6.2. To be able to electronically file and pay your payroll taxes and other liabilities, whether by transacting directly or by uploading a file from your computer with or to the applicable governmental taxing and revenue authority website (each and all "Payroll Transaction(s)") using the Software, you must have an internet connection, a valid license for a compatible, currently supported and registered version of the Software, and an active subscription to the Enhanced Payroll for Desktop service. If you are located in a country or region (and if the version of the Software you are using has the capability) and if you choose to electronically file and/or pay your Payroll Transaction by transmitting directly via the Software (and not by manually uploading a file from your computer desktop) to the website of a governmental taxing and revenue authority, the Payroll Transaction will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable governmental taxing and revenue authority (the "Electronic Filing Services"). Except to the extent required by applicable law, Intuit has no obligation to store, maintain, or provide to you any information you provide to Intuit, and you agree to print and save a copy of each Payroll Transaction for your records. By using the Electronic Filing Services system to prepare and submit Payroll Transaction filings, you consent to the disclosure to the IRS and any other applicable taxing and revenue authority of all information pertaining to your use of the Electronic Filing Services. Use of the Electronic Filing Services system to prepare and submit Payroll Transactions with applicable governmental taxing authorities is subject to availability. If Intuit tells you that information concerning your Payroll Transactions has changed, you must use this corrected information in the future to initiate Payroll Transactions.

5.2.6.3. If you are located in a country or region (and if the version of the Software you are using has capability) allowing for the filing of Payroll Transactions directly with a governmental taxing and revenue authority, then by using the Electronic Filing Services for Payroll Transactions, you authorize Intuit to send Payroll Transactions, electronically or by any other commercially accepted method, to the applicable financial institution or governmental taxing and revenue authority. You authorize Intuit and its agents (if applicable) to take steps necessary for enrolling you with the appropriate taxing authorities for the purposes of e-filing and e-payment of Payroll Transactions at our discretion. You also authorize and direct the institution which holds Your Account to charge each debit to Your Account(s) and pay that amount to the government taxing authority. The authorizations in this Section remain in effect until you notify Intuit the authorization is revoked. 

5.2.7. Payroll Satisfaction Guarantee. For terms and conditions relating to the Payroll for Desktop service satisfaction guarantee, see Section 15.2 below.

5.2.8. Termination and Amendment. For terms and conditions relating to Payroll for Desktop service or subscription termination, see Section 5.1.2.5 above and Section 14 below.

5.2.9. Restrictions and Limits for Processing Employee Payroll

5.2.9.1. Certain Payroll for Desktop service Subscription Plans may have restrictions on the number of Employees for whom payroll can be processed. When you purchase an Employee-limited Payroll for Desktop service or Subscription, you may only be allowed to process payroll up to a certain number of Employees and you may be required to choose a higher Payroll for Desktop service level or pay an additional fee if you wish to process payroll for more or additional Employees. If you wish to process payroll for fewer Employees, you must choose a lower Payroll for Desktop service level. Other Payroll for Desktop services or Subscription Plans may be subject to a per-Employee pricing model, and you may have to pay additional fees for each Employee you add. The term, "Employees," as used in this Section, refers to all employees and contractors paid on the computer(s) used by the individual(s) for whom a Software license was purchased. We may collect and make use of information about how many Employees you pay and may suggest or recommend an alternate Payroll for Desktop service level for you or Employee financial services to you or your employees based on that information. 

5.2.9.2. If you subscribed to a paid Basic or Enhanced Payroll for Desktop service Subscription Plan under a pricing option which charges a per Employee fee at the end of each month, you are required to connect to your Payroll for Desktop service at least once every 30 days to allow Intuit to send your payroll data to the Intuit online servers for purposes of calculating your per Employee fee. Intuit reserves the right to require you to connect to your Payroll for Desktop service as part of payroll processing.

5.3. Assisted Payroll Subscription for Desktop ("Assisted Payroll for Desktop")

5.3.1. Using Assisted Payroll for Desktop services. To be able to subscribe to Assisted Payroll for Desktop services and in order for you to calculate federal and state payroll taxes and make payments, you must have an internet connection and a valid license for a compatible, currently supported, and registered version of the Software. You may subscribe to Assisted Payroll for Desktop services through the Software. You are solely responsible and liable for the security, and for controlling any access to or use, of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2. For purposes of this Agreement, the Assisted Payroll for Desktop service does not include or apply to Software and Trial versions that do not include access to the Assisted Payroll for Desktop service. 

5.3.2. License Grant and Restrictions. For license(s) granted to you for use of the Assisted Payroll Desktop Services, see Section 3.1.8., above.

5.3.3. Termination and Amendment. For terms and conditions relating to Assisted Payroll for Desktop service termination, see 5.1.2.5 above and Section 14 below. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll for Desktop services agreement. 

5.4. Direct Deposit ("Direct Deposit Service(s)")

5.4.1. Activating the Direct Deposit Service. In order for you to access, sign up, and activate the Direct Deposit service option you must have an internet connection and a valid (i) license for a compatible and currently supported version of the Software; (ii) active subscription for Payroll for Desktop services; (iii) EIN; and (iv) a bank account capable of processing ACH transactions and otherwise meeting the applicable requirements set forth in Section 5.1.3.3, above. Forms and information to apply and/or subscribe to the Direct Deposit Services are provided through the Software. The Direct Deposit Service will begin after it is activated within the Software and after we receive and process all the information requested during sign up, including any credit card or bank account information. Information you provide IPI must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit Service for you. For purposes of this Agreement, the Direct Deposit Service does not include or apply to Software and Trial versions that do not include access to the Direct Deposit Service.

5.4.2. Use and Restrictions 

5.4.2.1. You may use the Direct Deposit Service only for direct deposit payments to your employees or vendors (including 1099 vendors, additional fees may apply) for payroll or ancillary Money Movement Services, such as expense reimbursement. You may make such Payments by initiating electronic withdrawals within the Software from Your Account. You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances Intuit may use Debits to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit Service and any adjustments to those fees.

5.4.2.2. Optional special processing requests may be available as part of the Direct Deposit Service for an additional charge. Special processing fees may apply to some Payments Transactions. 

5.4.3. Payor Responsibilities. You must send your Payment Transaction prior to the applicable processing lead time stated within the Direct Deposit Service or your Payment Transaction may not be processed. Typically, payments must be submitted at least 2 business days before the due date, although standard submission timing can be 5 business days in advance. We reserve the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Direct Deposit Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and IPI will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them through the ACH. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.

5.4.4. Authorization and Agreement for Direct Payments (ACH debits). You acknowledge and agree that (i) most Payment Transactions will go through the ACH; (ii) your Payment Transactions will be governed by the NACHA Operating Rules; and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend IPI and Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Payment Transactions. If we tell you that an account number or other information concerning your Payment Transactions has changed, you must use this corrected information to initiate future Payment Transactions. You authorize IPI to initiate debit entries to Your Account and to debit the same to such account, and to send Payment Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to charge each debit to Your Account and pay that amount to IPI, and to respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until IPI has received written notification from you of its termination in such time and in such manner as to afford IPI and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

5.4.5. Representations and Warranties. You represent and warrant to us that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account; (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated; (iii) your Payments comply with the laws that apply to them; (iv) that you have authorization to make withdrawals to Your Account; and (v) that all the information you provided to enter into the Agreement is true and correct. 

5.4.6. Password Security. You create a user ID and/or password to initiate Payment Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit Service under your user ID and/or password. You authorize and direct IPI and all impacted financial institutions to carry out all Payment Transactions initiated with your user ID and/or password. If your password is compromised, you must change your password and notify Intuit immediately to prevent unauthorized use of your account.

5.4.7. Your Account. We may refuse to process your Payment Transaction if we reasonably believe that Your Account balance is insufficient to cover the dollar amount of the Payment Transaction or for any other reason we deem reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, we may: (i) reverse any corresponding credit issued to us, you, your Payees or any other party without liability to you or any other party; (ii) reverse direct deposit transactions; (iii) refuse to perform further Services; (iv) apply any money currently held by IPI to any amount owed to us by you; (v) charge you a one-time insufficient funds penalty fee; (vi) report this information to any and all credit agencies and/or financial institutions; and/or (vii) immediately terminate this Agreement. We may assess and collect interest on any amounts due and unpaid 10 days after demand. If further collection attempts are required, all of our collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

5.4.8. General. If applicable, any sales, use or other taxes payable on the Direct Deposit Service that we must pay will be collected in the same way your fees are paid. If you (i) default in the payment of any sum of money hereunder; (ii) default in the performance of any other obligations under this Agreement; or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then Intuit may, at its option and upon written notice thereof (x) terminate the Agreement; (y) declare all amounts owed immediately due and payable; and/or (z) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

5.4.9. Termination and Amendment. For terms and conditions relating to Direct Deposit Service termination, see Section 5.1.2.5 above and Section 14 below. 

5.5 Data Rights and Privacy. In your use of the Payroll for Desktop services you are hereby granting Intuit a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, display, perform, store, transmit, modify and create derivative works of the Customer Data and Account Data for Intuit’s lawful business purposes. Further, Intuit may use the Customer Data and Account Data to improve and other Intuit products.

If you use Payroll for Desktop services , Intuit will be the Controller of Customer Data when using the Personal Information for Intuit’s own purposes, including for improvements in Payroll for Desktop services, generating analysis of your and your employer’s use of the Services, and presenting opportunities with Intuit to end users. When we process Personal Data or Customer Data on your behalf, you will be the Controller of the data that we Process and we will do so as a Processor in accordance with our QuickBooks Time and Payroll Services Data Processing Agreement. 

The terms above, "Account Data," "Controller," "Customer Data," "Processor," "Data Subject," "Personal data" (also referred to as “Personal Information” in the QuickBooks Time and Payroll Services Data Processing Agreement) "Processing" (and "Process") and “Usage Data” referenced herein shall have the meanings given in the QuickBooks Time and Payroll Services Data Processing Agreement, which is hereby incorporated by reference in the Agreement. If there is any discrepancy between the Agreement and the QuickBooks Time and Payroll Services Data Processing Agreement with respect to the collection, use, and/or disclosure of Customer Data (as defined in the QuickBooks Time and Payroll Services Data Processing Agreement), the QuickBooks Time and Payroll Services Data Processing Agreement will control.

You shall at all times provide Intuit with Personal Information, including any sensitive personal information: (i) in compliance with Applicable Data Protection Laws, with proper notice and consent for both parties’ collection and use of such Personal Information as contemplated hereunder, and in compliance with Customer’s own privacy policies; and (ii) having procured all rights, licenses, and consents, and having all power and authority necessary, to provide Personal Information to Intuit and/or to enable Intuit’s collection and use of the same and that such use will not infringe or violate any rights of any other person or third party. 

Without limiting either party’s obligations under the Data Processing Agreement, you shall comply with all consumer privacy rights requests, including requests to stop the sale or sharing of Personal Information or requests to delete personal information, that (i) you receive directly from an end user or (ii) that Intuit passes to you. 

6. OTHER SERVICES, TOOLS, AND FEATURES

6.1. Other Intuit Offerings. You may or may not have access to additional Intuit offerings during the term of your license and/or Subscription period on a when-and-if available basis. Access to, use of and any license to use or install any additional Intuit offerings provided during an active license and/or Subscription period shall terminate and cease immediately when the active Subscription terminates. 

6.2. Authorized Users; Online Communication and Collaboration; Client Collaborator Tool

6.2.1. Authorized Users. You agree that granting Authorized Users access to your Software data is voluntary and that you are responsible for revoking any permissions to access your Software and Software data from such Authorized Users. You are responsible for setting the right data level permissions and are responsible for the actions of the users to whom you grant permissions. 

6.2.2. Online Communication and Collaboration. You agree that from time to time you and your Authorized Users may opt to use certain tools available from within the software that facilitates online communication and collaboration. Separate fees, terms and conditions may apply. You agree that if you and your Authorized Users choose to use these online tools, certain of your Software data may be uploaded to Intuit servers in order to provide the online tool functionality to you. 

6.2.3. Client Collaborator Tool. If you and your accountant are using the Client Collaborator (if made available to you), you agree that the accountant owns all the data in the Client Collaborator, and that Intuit will not make the data contained in Client Collaborator available to you unless your accountant agrees.

6.3. Beta Features. From time to time, Intuit in its sole discretion, may extend (or otherwise include in or with the Software) the opportunity for you to use or try new or updated Beta Features and to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Intuit is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk. Beta Features may not be available to all users, or with or in all software editions or countries. 

6.4. Custom Form Designs. If you obtain any images from Intuit to be used as background imagery for forms in the Software forms customization feature (additional fees may apply), you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However, you may not resell these images or use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.

6.5. Data Files Transfer(s) to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QBO (see materials and documentation accompanying the Software for details). The Terms of Service for QBO shall apply to both the transfer of the Software data files and your use of QBO.

6.6. Data Transfer Feature

6.6.1. Using Applications and the Data Transfer Feature. You may have the option to acquire or use Applications and to authorize use of certain Data Transfer features, including via the Software, for which additional fees may apply. Third Party Applications which may be made available to you, including via the Software, are subject to the third party's terms and conditions, including their privacy policy. Intuit Applications which may be made available to you are subject to the terms and conditions that accompany that Intuit Application. Some Applications require the use of or access to certain of your Software data. For purposes of this Agreement, the Data Transfer does not apply to Software and Trial versions that do not include access to the Data Transfer feature.

6.6.2. License You Grant By Use of Applications and the Data Transfer Feature. Intuit may use (and provide to third parties) a service for Data Transfer in order to, among other things, facilitate certain interoperability, data integration, and data access between the Software and the applicable Application. By signing up or by using any Third Party Application, you agree that: (i) the Third Party Application provider may have access to and use your applicable Software data to provide to you the particular Third Party Application or related Services per the Third Party Application terms and conditions; and (ii) the Third Party Application provider may transfer your data from the Third Party Application to Intuit for Intuit's use per the terms of this Agreement. You grant Intuit all rights to use your Software data as reasonably necessary to facilitate the Data Transfer to Third Party Application providers and you acknowledge that Third Party Application providers may be located in a country that does not have adequate security controls to protect your Software data. Please carefully review the Third Party Application terms and conditions. If you do not agree with the terms and conditions of any Third Party Application, including Data Transfer, you should not use or access the Third Party Application or permit it to have access to your Software data. Please contact the Third Party Application provider for technical issues with the Third Party Application or Data Transfer to and from the Software and Third Party Application. If you want to revoke your authorization to provide your Software data to a Third Party Application, Intuit may provide a feature within the Software or on a website for the Software to allow you to disable such third party access. You acknowledge that turning off such access may affect an Application's functionality or features, and that you remain liable to the Third Party Application provider for any fees charged to you.

6.6.3. Intuit Has No Responsibility for Third Party Applications or Related Data Transfers. You agree and acknowledge that (i) Intuit has no control over any Third Party Applications; and (ii) Intuit does not endorse or recommend Third Party Applications even if they are marketed or distributed via our Software, Services, or other products or websites, or otherwise associated with Intuit. You agree that the Third Party Application providers, and not Intuit, are solely responsible for the Data Transfer, the Third Party Application's performance (including technical support), the content on the Third Party Application provider's website(s) and their use or disclosure of your data. Intuit will not be liable for any damages, claims or liabilities arising from the third parties or Third Party Applications.

6.6.4. Use of Applications Must Comply with Applicable Laws. You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use any Application in any manner that would infringe or violate the rights of Intuit, any Third Party Application provider, or other third party; and (iii) not use the Applications in any way in furtherance of criminal, fraudulent or other unlawful activity.

6.6.5. Workers' Compensation Pay-As-You-Go Service and Data Transfer. You may be offered Workers' Compensation Pay-As-You-Go service provided by third parties such as an insurance carrier or its service provider. To determine your eligibility to participate in this add-on service, Intuit may share a limited amount of your information, such as FEIN, with participating third parties, if you agree. The third parties' use of your information will be solely in connection with the Pay-As-You-Go service or workers' compensation insurance. No employee or payroll information will be shared with the third party, until you register for this add-on service or provide us or the third party your authorization to share your data. Additional fees and terms may apply to the add-on service. Intuit reserves the right to discontinue Workers' Compensation Pay-As-You-Go Service and Data Transfer services at any time. 

6.7 Income and Employment Verification Service. If you elect to enroll in any of the subscription services within any Payroll Services that offer income and employment verification service ("IEVS"), as available within your product, in addition to the terms set forth above, the following additional terms shall apply:

6.7.1 General. IEVS is powered by The Work Number® ("TWN") from TALX Corporation, a wholly owned subsidiary of Equifax, Inc., and a provider of Equifax Workforce Solutions ("EWS"). You agree that the business information and personal information provided in connection with the use of Payroll for Desktop services, including income and employment information of your current or former employees (collectively, "Verification Data") may be shared with EWS, as permitted in this Section 6, for disclosure to certain entities and their agents (collectively, "Verifiers"). This will only happen in accordance with the "Disclosure" section below. If you do not want this service for your employees and/or if you do not want Verification Data to be shared with Verifiers, you must update your preferences and opt out. This can be done at any time by unchecking the "Income & Employment" box in your "Company Preferences." 

6.7.2 Disclosure. The Verification Data will only be shared with EWS upon request of your employees (or former employees) or in response to a Verifier's certified permissible request under the Fair Credit Reporting Act ("FCRA"). 

6.7.3 Data Accuracy: You agree that you will maintain accurate and up to date Verification Data. You further agree that you will cooperate with Intuit's request to verify the accuracy of Verification Data and or other information provided within Payroll Services.

6.8. Data Import. The Software may include a feature that allows you to import, where applicable, certain information from eligible third parties using the Intuit Interchange Format (IIF) or another data format authorized by Intuit. You are responsible for verifying the accuracy of the information that is imported. This functionality is limited to those data types and formats that the Software can read. If the data type or format is not supported, you may need to manually enter your data. You represent that you have the necessary rights to permit any such data import from your third parties. Third parties are not affiliated with or endorsed or sponsored by us. 

6.9. Financial Institution Services

6.9.1. General. In connection with your use of the Software and as part of the functionality of certain versions of the Software, you may have access to certain online Services that may be made available by your financial institution ("FI Services"), including online banking, online payment, online investment account download, online billpay, and online trading. The Software is designed to allow you to access participating FI Services (if and to the extent provided by your financial institutions) to set up banking information and allow the Software to access your account(s) and download transactions into the Software during the term of your Subscription and only until the Software is discontinued or your Subscription terminates, whichever occurs first. You acknowledge and agree that Intuit (i) has no control over the FI Services or access to the FI Services as may be permitted by your financial institution(s); (ii) does not guarantee that you will be able to use the Software with the FI Services; and (iii) will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in your inability to use the Software to access your accounts, obtain data, download transactions, or otherwise use or access the FI Services. 

6.9.2. Collection of Financial Institution Account Data. You acknowledge that in accessing any FI Services through the Software, your financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, "FI Account Data"), may be collected and stored in the Software depending upon your financial institution and type of account. You authorize Intuit, in conjunction with Intuit's operation of the Software for purposes of the Fi Services, to (i) collect your FI Account Data; (ii) reformat and manipulate such FI Account Data; (iii) create and provide hypertext links to your financial institutions; (iv) access the financial institutions' websites using your FI Account Data; and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv) in order for you to access the FI Services. You hereby represent that you are the legal owner of your FI Account Data and that you have the authority to appoint, and hereby expressly do appoint Intuit as your agent with limited power of attorney to access and retrieve your FI Account Data on your behalf.

6.9.3. Information from Financial Institutions' Websites. You acknowledge and agree that (i) some financial institutions may not allow the Software to access the FI Services; (ii) financial institutions may make changes to their websites, with or without notice to us, that may affect overall performance of the FI Services and prevent or delay the FI Services from such websites; and (iii) the Software refreshes the Software account data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require updating), so your most recent transactions may not always be reflected in any account balances or other account information presented to you in the Software. If you see a discrepancy in the Software account data, and in any case before making any transactions or decisions based on such account information presented in the Software, you must check the last refresh date for the account, confirm the FI Account Data, and manually update such data as necessary.

6.10. Social Media Sites. As described above in Section A.5.2, the Software may provide social features or opportunities for experiences on social platforms that enable or facilitate online sharing and collaboration or the ability to exchange content, materials, and information amongst users of that social platform and the public. Any content or materials you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

6.11 Payment Processing Services. If you choose from within the Software to apply for, pay for, and use payment processing services, you understand and agree to all terms of the most current versions of any Intuit, Intuit subsidiary, Intuit affiliate, or third-party payments service(s) agreements for the services you use. In the case of QuickBooks Payments, you agree to the merchant service terms (currently located at https://glam.app.intuit.com/app/guesttos?glocale=en_US and https://quickbooks.intuit.com/payments/legal/chase-cea/), all of which subject to change. Intuit's merchant payment processing services are offered and provided by Intuit Payments Inc., Intuit Inc., and/or one of their subsidiaries or affiliates.

6.11.1 Termination of Availability of Payment Processing Services in and with the Software. Intuit, Intuit Payments Inc., or any of their affiliates or third-party providers involved in providing payment processing services through the Software may decide in their sole discretion, for any reason or for no reason, to discontinue offering and/or providing to you any or all payment processing service, including but not limited to QuickBooks Payments, at the end of your current Subscription term, and hereby reserve the right to do so.

6.12 QuickBooks Workforce Web Portal and QuickBooks Workforce Mobile App. Your employee(s) may choose to sign up for QuickBooks Workforce Web Portal ("Workforce Web Portal") and/or Workforce Mobile App ("Workforce Mobile App") (collectively, "Workforce"), which will allow them to view a limited amount of your payroll data pertaining solely to their employment (e.g., paychecks, hours, time off). During employee onboarding, your employee(s) may enter their personal, bank account, and Federal and/or state payroll withholding information (collectively "Information") or you may enter such Information into your Payroll Services account for them. We may use the Information to send an invitation to your employee(s) to create a Workforce account. If the functionality is available where your employee(s) can edit certain of their Information in Workforce, their profile may be updated in your Payroll for Desktop Service account. Your employee(s) must consent to electronically exchanging Information through Workforce. Intuit is not responsible for any Information submitted through Workforce or liable for any claims related to the amounts withheld from paychecks. The information may also be shared in accordance with this Agreement and Intuit's Global Privacy Statement. 

6.12.1 Electronic Signature. You further agree that if functionality is available, your employee(s) may choose to, but are not obligated to, use the electronic signature service provided ("E-Sign"), which will allow them to electronically sign and/or certify that the Information submitted through Workforce is true, correct, and complete to the best of their knowledge under penalty of perjury. Each time your employee(s) choose to use E-Sign, the employee expressly (i) affirms that he/she is able to access and view the Information he/she is electronically signing in E-Sign; (ii) consents to conduct business electronically with respect to the transaction contemplated; and (iii) agrees to the use of electronic signatures. Enforceability of electronic signatures varies by jurisdiction. Please consult with your professional advisor to determine applicability to your situation. Intuit has no responsibility or liability with respect to the content, validity, or enforceability of any electronic signature, nor is it responsible or liable for any matters or disputes arising from the submission of any of your employees' Information through Workforce. If required by local law, you are solely responsible for obtaining physical documents containing your employees' Information (e.g., W-4, state, or local tax withholding forms), and Intuit has no responsibility or liability with respect to such physical documents. Intuit makes no representations or warranties regarding the validity or enforceability of electronic signatures through Workforce.

6.12.2 Change in Preference. In the event your employee(s) choose to change their preference to manually sign and/or receive Information from electronic to paper format, you must provide email or paper confirmation regarding the employee(s) changed preference. This notice must include the date by which the employee(s) will begin receiving paper format again. Intuit has no responsibility or liability with respect to obtaining physical copies.

6.12.3 Termination of Employment. If you cancel your Payroll for Desktop services your employee(s) will continue to have access to Workforce for at least 12 months after your cancel your Payroll for Desktop services; however, if they have access, any edits they make to their Information in Workforce after such termination will not update your Payroll for Desktop Services account. Except as otherwise required herein, Intuit shall have no obligation to store, delete or retain any data on Customer’s or any employee’s behalf.

6.13 QuickBooks Desktop File Doctor Service. You may be able to use the QuickBooks Desktop File Doctor Service (if made available to you by Intuit) to capture certain financial information which has become unusable, or if you desire to create a new data file, subject to the terms set forth below. QuickBooks Desktop File Doctor Service includes the following: Intuit Data Services; the File Doctor Diagnostic Tool and Data Recovery Support and Password Removal. Separate fees, additional terms and conditions may apply.

6.13.1. QuickBooks Desktop File Doctor Service is designed to help you to fix certain types of file and/or data corruption, Windows setup problems, and network setup problems and test your network, and help resolve network problems that affect QuickBooks Desktop. Any access or use of QuickBooks Desktop File Doctor Service from or with QuickBooks Desktop shall also be subject to and governed by the terms of the End User License Agreement for QuickBooks Desktop Software, applicable to your licensed version and is also subject to Intuit's discontinuation policies as described herein and also as outlined at https://quickbooks.intuit.com/learn-support/en-us/discontinue-products/quickbooks-desktop-service-discontinuation-policy-and-upgrade/00/185560.

6.13.2. If you select the Data File Transfer option, you acknowledge and agree that, while the QuickBooks Desktop File Doctor Service can typically be performed within the estimated times shown on the QuickBooks website, these times are estimates and additional time may be needed by Intuit to complete the Services depending on your specific needs with unusable data or a corrupted file, or due to circumstances beyond our control.

6.13.3. Intuit will notify you by email or phone when the QuickBooks Desktop File Doctor Service is complete and the Data files are deliverable, if any, and are available for retrieval. You must retrieve any such Data files by downloading them from the Intuit website within ten (10) business days or by any other means Intuit makes available to you after notice of completion of the Services is given. Intuit will not be responsible for and may delete any such files after 10 days.

6.14. Intuit Data Protect Services.

6.14.1. Use with QuickBooks Desktop Software. If you are a licensed user of the Software, the Intuit Data Protect Services contains certain features and functionality that allow you to upload, access and manage your data and other Content from within the Software. Any access or use of the Intuit Data Protect Services from or with the Software may be limited to only certain versions of the Software and shall also be subject to and governed by the terms of this End User License Agreement. Access or use of the Intuit Data Protect Services is also subject to Intuit's service discontinuation policies.

6.14.2. Uploaded Data; Content. You agree and acknowledge that you are solely responsible for all data and other Content you upload to the Intuit Data Protect Services. Intuit does not control the data or other Content stored within users' accounts and does not have any obligation to monitor such data or Content for any purpose.

6.14.2.1. You acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the Intuit Data Protect Services. Intuit reserves the right to change such limitations from time to time, and the changes will be effective when posted on the Intuit Data Protect Services website or when we notify you by other means.

6.14.2.2. When you upload data or other Content to the Intuit Data Protect Services, please be advised that the Intuit Data Protect Services does not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the Intuit Data Protect Services. 

6.14.2.3. You acknowledge that Intuit and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the Intuit Data Protect Services.

6.14.2.4. You acknowledge that as an active subscriber to the Intuit Data Protect Services you may be offered additional discounts, products and services at Intuit's discretion, when or if they become available. 

6.14.3. Payment. Fees apply for the Intuit Data Protect Services and you will be charged the applicable subscription fee on a recurring monthly or yearly basis.

6.14.4. Upgrades/Downgrades of Intuit Data Protect Service. If you wish to upgrade to a higher tier Intuit Data Protect Services subscription, or downgrade to a lower tier Services subscription, please contact Intuit Support. Unless provided to you otherwise refunds shall be as follows: 

(a) If you upgrade to a higher-priced tier, you will receive a prorated refund for the remainder of the lower-tier subscription amount. You will then be charged the higher-tier subscription amount to reflect the higher pricing of your new higher-tier subscription. Your new subscription period will start on the day of the new higher-tier subscription. 

(b) If you downgrade to a lower-priced tier, you will receive a prorated refund for the remainder of the higher-tier subscription amount. You will then be charged the entire lower-tier subscription amount to reflect the lower pricing of your new lower-tier subscription. Your new subscription period will start on the day of the new lower-tier subscription

(c) If you subscribe to the Intuit Data Protect Services as part of a support or bundle plan and were previously subscribed to the Intuit Data Protect Services separately, you will not be entitled to a refund for the remainder of the billing period for the separately purchased Service. No discounts will be given on the bundled services for previous subscribers who purchased the Service separately. 

6.14.5 Cancellation. Upon cancellation, for a period of thirty (30) days, you will be able to access the Intuit Data Protect Services, and only data and other Content you uploaded to the Intuit Data Protect Services up to the end of your subscription term, as specified in the product or product program pages on http://www.intuit.com. After the thirty (30) days, you will not have any access to the Intuit Data Protect Services, data and other Content you uploaded. There are no refunds upon cancellation. Follow product instructions to cancel your account.

7. ACQUIRING A PAYROLL FOR DESKTOP SERVICES SUBSCRIPTION 

7.1. You Must Be a Licensed QuickBooks Desktop Software User to Subscribe. Whether you purchased your Software license on a standalone or Subscription basis (depending on the purchase options available to you), you may obtain a monthly or annual add-on subscription to the Payroll for Desktop service at any time by going to the QuickBooks web site, http://www.quickbooks.intuit.com/. You must be a licensed subscriber or licensed user of the latest QuickBooks Desktop software version in order to use the Payroll for Desktop services. Restrictions, additional terms, and fees apply. If you purchased a Subscription to QuickBooks Desktop Enterprise, the Payroll for Desktop service may be included depending on your choice of Subscription.

7.2. Use of Payroll for Desktop and Other Paid Services May Require Acceptance of Additional Terms. Payroll for Desktop services, other fee-based Money Movement services or other paid services, Applications, tools, features, and add-on, fee-based subscriptions may be accompanied by (and use or continued use subject to this Agreement and your acceptance of) separate agreements, terms, and conditions, as well as payment of any applicable additional fee. 

7.3. Payroll Updates and Upgrades. For additional information about Payroll for Desktop service updates, upgrades, and eligibility see Section 10 below. 

8. PAYING FOR YOUR SOFTWARE SUBSCRIPTION PLAN AND ANY ADD-ON SERVICES. When you subscribe to a paid Software Subscription Plan or any paid add-on services, you must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in an acceptable U.S. checking or savings account to cover an electronic debit of the initial and monthly Subscription or service fee to obtain (and to maintain uninterrupted) the applicable Software Subscription and any paid add-on service(s). The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited (initially), and will be thereafter automatically re-debited, at the then current offering price(s) or rate(s), at the beginning of each applicable monthly, quarterly, or one-year Subscription Plan term or add-on service term (either, a "Renewal Term") to maintain the applicable Software Subscription and/or other paid add-on service. You may notify us at any time to cancel a Subscription or other paid add-on service. To help minimize the potential for unwanted Renewal Term charges, you should notify us of your desire to cancel a Subscription Plan or other paid add-on service prior to the beginning of its next Renewal Term. 

9. WARRANTY DISCLAIMER

9.1. General. For general Software warranty disclaimers, see Section A., General Terms. Additional warranty disclaimers are provided below.

9.2. Payroll Tax Tables. YOU ASSUME FULL RESPONSIBILITY FOR YOUR SELECTION OF THE TAX TABLE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF ANY TAX TABLE, AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE TAX TABLES. INTUIT AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY TERM, REPRESENTATION, WARRANTY, OR CONDITION THAT ANY TAX TABLE OR FUNCTIONS CONTAINED IN ANY TAX TABLE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.

9.3. Payroll for Desktop. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL FOR DESKTOP SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL FOR DESKTOP SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL FOR DESKTOP SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL FOR DESKTOP SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PAYROLL FOR DESKTOP SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

10. RECEIVING SOFTWARE UPDATES; UPDATE AVAILABILITY

10.1. Receiving and Installing Software Updates. You are required to install all Updates promptly in order to continue using the Software. If and when you connect to the internet and use the Software, Intuit may push Updates to your computer and install such Updates automatically, with or without notice. Intuit may also include Updates and in-product messaging in any transmission or install programs you may have requested. If you fail to download and install, or fail to allow automatic download and installation of, a required Update within the timeframe required by Intuit, Intuit may immediately terminate your Subscription and your license to use the Software and may terminate your access to the Software, Services and any paid add-on services accessible within the Software. Additionally, certain Updates may require you to uninstall and reinstall the QuickBooks Desktop software to continue your access to the Software and your eligibility to receive all future updates, including critical updates.

10.2. Software and Paid Add-On Service Availability. In exchange for your continued payment of all required fees and your compliance with this Agreement, including any changes or modification to this Agreement made by Intuit as described herein, you shall have access to the Software, Subscription and any paid add-on service(s) until or unless Intuit:

(a) discontinues the Software or paid add-on service(s);

(b) terminates your Subscription;

(c) terminates your paid add-on service; or

(d) declines to provide or offer you a renewal or with the continued ability to access or use the Software or a paid add-on service after your respective then-current Software Subscription or paid add-on service subscription period(s).

10.2.1. Intuit's obligations to you under this Section are contingent upon you installing all Updates within 30 days after release or upon being notified by Intuit or its representatives of their availability, whichever occurs first.

10.2.2 Active Software Subscription Required for Updates, any Upgrades (if made available), Services and Use of Any Paid Add-on Services. You must maintain an active Subscription to the Software in order to access and use Services, any paid add-on services, or other connected services. Software licensed on a Subscription basis is eligible for Updates and any Upgrades, if or when available by Intuit, only during the active Subscription period and must be installed at the times required by Intuit if you wish to continue your Subscription and to have continued access to and use of the Software. 

10.2.2.1. If you obtained a Subscription for the Software that includes Updates or Upgrades (if made available) of the Software, you agree that Intuit may require you to install such Updates or Upgrades of the Software in order to continue your Subscription. You agree to accept and install all such Updates or Upgrades, and allow them to automatically download and install, within any time period specified by Intuit. You understand and agree that if you do not allow the download and installation of such Updates or Upgrades within the specified time period Intuit may provide you a final notification that accepting such Update or Upgrade is required and that failure to install such Update or Upgrade will result in termination of your Subscription. If you do not then make such Update or Upgrade within an additional specified time period after the date of issuance of Intuit's final notification then Intuit, at its sole discretion, may immediately terminate: (i) your Subscription, (ii) your continued access to and use of the Software, including but not limited to remotely disabling the Software installed on your computer(s); and (iii) all other Subscription benefits and Services, as well as any paid add-on services, including but not limited to Payroll for Desktop and any payments or Money Movement services; and, at its discretion, may refund any unused or prorated balance of your Subscription or other service fees.

10.2.2.2. If you are entitled to receive an Update or Upgrade (if available) under an active qualifying Subscription, you may be required to accept changes to this Agreement, including different or additional software license terms and conditions, as provided by Intuit. If you do not agree to any such new license or Subscription terms and conditions, you may cancel your Subscription. Additionally, if you have purchased a Subscription that includes support, or if you have subscribed to a separate support plan, you will also be entitled to receive available support-related Services as described in Section 12 below. If the term of your Software, Services, or other Subscription expires or is terminated for any reason, you will no longer be authorized to receive or install such Updates and you will no longer be entitled to receive any Upgrades, if or when available.

10.2.3. QuickBooks Desktop Subscription versions. During your active Subscription term, you are entitled to the applicable QuickBooks Desktop Software, Updates and any Upgrades (if or when available) to the Software. When your Subscription terminates or lapses, you will lose your license to use the QuickBooks Desktop Software. Though you will no longer have access to the Software and all related Services, you will retain your company data file stored on your device, which will be converted to a view-only format as long as you have upgraded to the latest version of the Software prior to cancelling your Subscription. Upon any reactivation of your Subscription or with the purchase of a new compatible Subscription to the Software, you may regain full read-write access to your company data file. Intuit may opt to provide you with read-only access to your data file(s) after termination or expiration of your Subscription, at Intuit's sole discretion. 

10.2.4. ProAdvisor Premier and Enterprise Subscriptions. If you are a ProAdvisor customer, depending on which offer you choose, you are entitled during the term of your Subscription to the applicable QuickBooks Desktop Software, Updates, and any Upgrades to the Software, if or when made available, and subject to the discontinuation terms set forth in this Agreement, including but not limited to those set forth in section 13. When your Subscription terminates or lapses, you will no longer have access to or be entitled to use any Updates, Upgrades (if published), Services, paid add-on services, or other connected services with the Software. 

10.2.5. Enhanced Payroll Plus and Assisted Payroll Plus for Desktop. During your active Enhanced Payroll or Assisted Payroll subscription term, you are entitled to access and use Payroll for Desktop services in accordance with the then-current terms, through the applicable QuickBooks Desktop Software for which you have a valid current Software version and Subscription. When your Payroll for Desktop service subscription terminates or lapses, you will retain your license to use the QuickBooks Desktop Software until the end of your Software Subscription term but will no longer be entitled to access or use the Payroll for Desktop services.

10.2.6. Compatibility. All Payroll for Desktop services interoperate only with compatible, supported versions of the Software; so from time to time you may need to install Software Updates (or allow Intuit to install them electronically) or purchase and install any Software Upgrades, when-and-if available from Intuit, to be able to continue using the applicable Payroll for Desktop service.

11. DELIVERY OF SOFTWARE ELECTRONICALLY. The 2024 and newer Software will be delivered only electronically, and Intuit shall not offer or provide copies of the Software via physical media (e.g., optical disks). Any Software, mobile apps or related Applications that are available to you and delivered by electronic transmission will be deemed delivered on the date that Intuit makes such program(s) available for download. It is your sole responsibility to establish and maintain in good working order adequate internet access in order to receive or receive access to the Software, Subscription, or related Services, any paid add-on services, if applicable, as well as to maintain and secure the computer via which you will access or use any of these.

12. HELP AND SUPPORT 

12.1. Support Services. Support Services are technical assistance and customer service provided by Intuit in connection with Software, Services, or Subscriptions using various means, including in-product, internet, chat, e-mail, and telephone, some of which may require payment of additional fee(s). The terms and conditions governing the offering or provision of support Services are subject to change as may be announced by Intuit from time to time. Please consult the QuickBooks support website (currently accessible at, https://community.intuit.com/products/quickbooks-help-en-us) for the most up-to-date information relating to support and any associated fees, as well as information related to Updates to the Software. By using QuickBooks support Services, you authorize Intuit to collect certain company data files, identity, account and technical information in order to provide you with a better customer support experience.

12.2. Support Services Fees. Only subscribers with active, paid accounts in good standing and specified Subscriptions with included or paid support plan shall have access to the support Services. If your particular Subscription plan does not include support, you will have to pay a fee to access the support Services. Availability and access to all Services, including Support Services for the Software, is subject to the then-current Intuit discontinuation policies applicable to your particular Software version. 

13. DISCONTINUATION POLICY AND END OF SOFTWARE SUPPORT 

13.1. Discontinuation Policy; Software Support End-Date; Non-Supported System Requirements, Services, or Software

13.1.1. Discontinuation Policy (Software End-of-Life). The Intuit Software is subject to Intuit's discontinuation policies then in effect and Intuit reserves the right to discontinue the Software, all support for the Software, and/or all access to and use of any Services, add-on paid services, features, online tools, Third-Party Applications or other services or content accessible through the Software in accordance with Intuit's then-current discontinuation policies or in connection with required Updates or Upgrades of the Software as part of a Subscription plan. If the Software offers Services that require a connection to an Intuit server (including internet-based Services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such Services will expire and will cease to be available in accordance with Intuit's current discontinuation policy or in connection with required Updates or Upgrades (if made available to you) of the Software as part of a Subscription plan. Once an Intuit Software version or its support is discontinued, no Services, replacement download copies of the Software or future support, Upgrades or Updates, will be provided or made available by Intuit for that particular Software version. You understand and acknowledge that discontinued Software versions (i.e., Software versions for which Services, support and Updates are no longer provided) may not work, or, if they do launch, may in the future be vulnerable to crashes, failures to operate correctly, security risks, incompatibility issues, and other un-patched issues, and that Intuit is not responsible for your continued use of such Software after Discontinuation.

13.1.2. Intuit Software Support Discontinuation or End-Date. Subject to Intuit's discontinuation policies and any Subscription terms Intuit may provide you which require you to Update or Upgrade the Software in order to continue use and support of the Software, Intuit will provide support for QuickBooks Desktop 2024 Software until the earlier of:

(a) the date your current-term Subscription expires (including if you fail to renew or decide not to renew);

(b) the date on which you must update or upgrade the Software due to a required Subscription plan Update or Upgrade of the Software, as required by Intuit; or

(c) the date on which Intuit discontinues the Software and no longer offers Subscription renewals (whichever comes first).

If you purchased the QuickBooks 2024 ProAdvisor Premier or Enterprise Software Bundle, or are an Enhanced Payroll Plus customer, Intuit will provide support for the 2024 Subscription version of the Software (initially fulfilled with your subscription) until the earlier of: (1) the date on which you are required by Intuit to update or upgrade the Software as set forth in this Agreement; or (2) the date on which your current-term Subscription terminates; (whichever comes first).

More information about the discontinuation policies relating to the Software is available at https://quickbooks.intuit.com/learn-support/en-us/discontinue-products/quickbooks-desktop-service-discontinuation-policy-and-upgrade/00/185560.

13.1.3. Non-Supported Operating Systems, Changes in System Requirements System requirements and operating environments for use of the Software as designed, including currently-supported operating systems, database engines, browsers and other technical components are available on the website for the Software. Notwithstanding anything above to the contrary, Intuit will not provide (and is not in any way liable to you for) Software support for Services, software, or system requirements or operating environments, including any operating system, database server or browser version, or other technical component, that is unsupported by its originating third party provider. In the event that any currently-supported Services, software, system requirement or operating environment, or other technical component is discontinued or no longer supported by its provider, Intuit will likewise discontinue its Software support for that particular Service, software, system requirement, operating environment or system, database server or browser version, or other technical component. A required Update or Upgrade of the Software may require you to update, upgrade or otherwise change your operating system software and/or your computer hardware and you agree to make such updates, upgrades or changes at your own expense.

14. TERMINATION

14.1. General. The Software shall be disabled on your computer(s) and unable to be installed and/or launched, and Support for the Software will be discontinued or terminated, as well as your access to and use of any Services or paid add-on services, when your Software Subscription is terminated or expires, or when Intuit requires an Update or Upgrade or decides to discontinue the Software. Your rights to use the Software, including your access to and use of any Services or Subscription, or any paid add-on service, may be terminated by Intuit immediately and without notice in accordance with the termination provisions of this Agreement, including if at any time you fail to pay any renewal fees or fail to comply with any other term or condition of this Agreement.

14.2. Your rights to access and use any Payroll for Desktop services subscription may be terminated if Intuit is unable to debit your payment method in accordance with this Agreement. Intuit will not provide refunds for any Payroll for Desktop services outside of the 60-Day Satisfaction Guarantee period. Intuit has the right to change or add to the terms or conditions of any Payroll for Desktop service subscription or Software Subscription Plan at any time (provided that it is not Intuit's intent that such change substantially affect the license or service subscription rights granted to you during your then-current subscription period or term and for which consideration was already paid by you), and to change the method of delivering or accessing the Payroll for Desktop service and/or the fees associated with the service, and to change, delete, discontinue or impose conditions on any feature or aspect of the Payroll for Desktop service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the applicable Payroll for Desktop service, go to https://quickbooks.intuit.com/payroll/desktop/, or such other site designated by Intuit. Notwithstanding the above, Intuit reserves the right to cease offering you continued access to and use of Payroll for Desktop services and any Ancillary Payment Services or other Money Movement Services beyond the term of your current Software Subscription period or other paid add-on service subscription term or period.

14.3. In addition to termination of your rights as described above, you understand that if you subscribe and use any Payroll for Desktop service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors. 

14.4. Intuit has the right to change or add to the terms or conditions of any of its Payroll for Desktop offerings at any time or to discontinue your use of such offerings or services via the Software (provided that it is not Intuit's intent that such change substantially affect the license or service subscription rights granted to you during your then-current subscription period or term and for which consideration was already paid by you), and to change the method of delivering or accessing any Payroll service and/or the fee(s) associated therewith, and to change, delete, discontinue or impose conditions on any Payroll for Desktop service or any feature or aspect of any Payroll for Desktop service.

14.5. Direct Deposit Service. Your access to and use of the Direct Deposit Service may be terminated by Intuit in accordance with the termination provisions of this Agreement. You may terminate your use of the Direct Deposit Service by notifying us that you no longer wish to use the Direct Deposit Service. Access to the Direct Deposit Service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit Service, no fees you have paid will be refunded, if applicable. 

15. 60-DAY SATISFACTION GUARANTEE

15.1. General. If within 60 days of purchase, you are not satisfied with the Software and you purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or if you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. If you obtained the Software directly from Intuit via an internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. If the Software was pre-installed on your computer when you bought it, or if DVDs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy. If you obtained the Software by downloading it on your computer, contact the provider of the download site. Intuit will not provide refunds outside the 60-Day Satisfaction period.

15.2. If you are not satisfied with the Basic, Enhanced or Assisted Payroll service and you purchased a subscription to use the service from a retail store, you may cease all use of the service within 60 days of purchase and return the product and any packaging to the store where you purchased your subscription with a dated receipt for a full refund of the purchase price. If the store is unable or unwilling to issue a refund or if you obtained the subscription directly from Intuit, you may cease all use of the service and return any/all materials to Intuit with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004, or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. If you obtained the Payroll for Desktop service subscription directly from Intuit via an internet sign up, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

16. Tax Tables. Intuit warrants that the tax table(s), if and when made available by Intuit, will operate substantially as described in the related documentation. The tax table is designed to provide you with information only and you understand and agree that Intuit is not engaged in rendering legal, accounting or other professional advice or services. If legal advice or other expert assistance is required, you should seek the service of a competent professional. It is your responsibility to be knowledgeable of tax table changes that affect you and to ensure that you follow these changes by law.

16.1. If You Obtained the Software By Download. If you obtained the Software by downloading it on your computer and the Software did not install or installed improperly, you must contact the provider of the download site for any replacement.

17. INTUIT'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES. SECTION A.8., AND SECTION B.15 AND B.16 OF THIS AGREEMENT SET FORTH INTUIT'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE SUBSCRIPTION, THE SOFTWARE, OR APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT SERVICE PROVIDED AS PART OF OR IN CONNECTION WITH THE SUBSCRIPTION OR THE SOFTWARE.

18. NO ADVICE; NO INTERNET ACCESS. As stated in Section A.6.1., Intuit does not give professional advice. Neither the Software, nor any Services nor any paid add-on services provided or made available to you by Intuit or otherwise accessible for your use in, through or in connection with the Software furnishes or constitutes legal or professional services or advice, advice on deductions or direct deposit to Payees, or advice or information regarding any selected tax table or local, governmental, or other taxes. Further, neither the Software, Subscription, Services or paid add-on services include or facilitate access to the internet. You must provide your own access to the internet at your own expense.

19. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related Services, paid add-on services or content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that Intuit makes no representations or warranties of any kind with respect to HIPAA compliance, that none of the Software or other offerings (products or services) provided by Intuit under this Agreement are HIPAA-ready or HIPAA-compliant, that the Software or other offerings (products or services) provided by Intuit under this Agreement will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related Services, paid add-on services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

20. THIRD PARTY NOTICES 

20.1. QlikTech Terms. If you are a QuickBooks Desktop Enterprise solutions customer, and subscribe to the Advanced Reports Service (additional fees may apply), the following terms apply:

20.1.1. User acknowledges that the Software contains or incorporates proprietary software owned by QlikTech and its affiliates ("QlikView Products"). User is expressly prohibited from using the QlikView Products in any way other than integrated with the data structures of the OEM Product. User has no license or any other right to the QlikView Products, and may under no circumstances whatsoever use the QlikView Products independently or separated from the OEM Product. QlikTech and its affiliates are third party beneficiaries of this Agreement and may enforce the applicable terms and conditions of this Agreement.

20.1.2. User may only use the QlikView Products for its own internal purposes in accordance with the terms of this Agreement. User shall not, directly or indirectly: (i) sell, rent, sublicense, publish, display, loan, distribute or lease the QlikView Products; (ii) transfer to any other person or entity any of its rights to use the QlikView Products except as expressly permitted hereunder; (iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the QlikView Products or underlying ideas or algorithms of the QlikView Products or any software contained therein, or create derivative works from the QlikView Products unless explicitly permitted by applicable and mandatory law; (iii) remove, delete or modify any copyright notices or any other proprietary notices or legends on, in or from the QlikView Products; or (iv) use the QlikView Products in any manner not authorized by this Agreement.

20.1.3. QlikTech and its affiliates, or their respective suppliers or licensors where applicable, own and retain all right, title and interest in and to the QlikView Products, and their respective patents, trademarks (registered or unregistered), trade names, service marks, logos, designs, copyrights, trade secrets and confidential information. User does not acquire any right, title or interest in or to the QlikView Products or any intellectual proprietary rights contained therein.

20.1.4. User agrees to (i) comply with all applicable local, state, national and foreign laws and regulations in connection with User's use of the QlikView Products, including those related to data privacy, copyright, export control and the transmission of technical or personal data; and (ii) use reasonable security precautions for providing access to the QlikView Products by its employees or other individuals to whom User provides access and to prevent unauthorized access to use of the QlikView Products. User is fully responsible for all data it introduces into the QlikView Products, including but not limited to adequate protection and backup, and none of Intuit, QlikTech or their respective affiliates shall have any obligation or liability with respect thereto. 

20.1.5. Individual software components, each of which has its own copyright and its own applicable license conditions ("QlikView Third Party Software") may be distributed, embedded, or bundled with the QlikView Products. Such QlikView Third Party Software is separately licensed by its copyright holder. Use of the QlikView Third Party Software must be in accordance with its license terms available at http://www.qlik.com/us/info/software-ula?ga-link=footer. No representations, warranties or other commitments of any kind are made regarding such Third Party Software.

20.1.6. Your rights to access/use the QlikView Products shall be immediately terminated upon your breach of any of the terms of this Section. 

© 2023 Intuit Inc. All rights reserved.

Intuit Inc.

P. O. Box 7850

Mountain View, CA 94039-7850

Rev October 2023