INTUIT SOFTWARE END USER LICENSE AGREEMENT

Thank you for selecting the Software offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as "Intuit," "we," "our," or "us"). Review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I Agree," indicating acceptance electronically, or by installing, accessing or using the Software, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Software.

 

Section A

 

GENERAL TERMS

1.             AGREEMENT

 

1.1          This Agreement describes the terms governing your use of the Intuit Software including Content (defined below), updates and new releases (collectively, the “Software”). This Agreement includes by reference:

 

·         Intuit's Privacy Statement provided to you in the Software and available on the website or provided to you otherwise;

·         Additional terms and conditions, which may include those from third parties; and

·         Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.

 

2.             LICENSE GRANT AND RESTRICTIONS

 

2.1          The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.

 

2.2          You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

 

·         Provide access to or give the Software or any part of the Software to any third party;

·         Reproduce, duplicate, modify, copy, sell, trade, lease, rent or resell the Software;

·         Transfer your license to the Software to any other party;

·         Attempt unauthorized access to any other Intuit systems that are not part of the Software;

·         Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement;

·         Decompile, disassemble, or reverse engineer the Software.

·         Make the Software available on any file-sharing or application hosting service.

 

3.             PAYMENT.  For Software licensed on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Software:

 

a.             Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.

 

b.             You must pay with one of the following:

1.     A valid credit card acceptable to Intuit;

2.     A valid debit card acceptable to Intuit;

3.     Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or

4.     By another payment option Intuit provides to you in writing.

 

c.             If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.

 

d.             If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

 

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

 

f.              Additional cancellation or renewal terms may be provided to you on the website for the Software.

 

4.             YOUR PERSONAL INFORMATION.  You can view Intuit’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Software. This means that Intuit may use your data to improve the Software or to design promotions and to develop new products or services. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

 

5.             CONTENT AND USE OF THE SOFTWARE

 

5.1          Responsibility for Content and Use of the Software.  a. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services.  By making your Content available through your use of the Services, you grant Intuit a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for any of your Content that you submit through the Services.

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

 

a.             Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

 

b.             Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

 

c.             Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;

 

d.             Virus, Trojan horse, worm or other disruptive or harmful software or data; and

 

e.            Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

5.2          Restricted Use of the Services. You shall not, and shall not permit any users of the Software or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Intuit or could subject Intuit to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Software or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Software or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Intuit’s opinion, is prohibited under this Agreement; (v) any other activity that places Intuit in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Intuit system or network or to breach Intuit’s security or authentication measures, whether by passive or intrusive techniques.  Intuit reserves the right to not authorize and may terminate your use of the Software based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

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

 

5.4          Intuit may freely use feedback you provide.  You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

 

5.5          Intuit may monitor your Content.  Intuit may, but has no obligation to, monitor access to or use of the Content through the Software or to review or edit any Content for the purpose of the Software, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Software properly. Intuit, in its sole discretion, may refuse to post, remove, or disable Content, in whole or in part, that is alleged to be or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

 

6.             ADDITIONAL TERMS

 

6.1          Intuit does not give professional advice.  Unless specifically included with the Software, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

 

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

 

6.3          Communications.  Intuit may be required by law to send you communications about the Software or third party products. You agree that Intuit may send these communications to you via email or by posting them on our websites.

 

6.4          You will manage your passwords and accept updates.  You are responsible for securely managing your password(s) for access to the Software and to contact Intuit If you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive these updates.

 

7.             DISCLAIMER OF WARRANTIES

 

7.1          YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

 

7.2          INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

 

8.             LIMITATION OF LIABILITY AND INDEMNITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

 

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). 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.

 

9.             CHANGES.  We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Software or on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part.  It is important that you review this Agreement whenever we modify it because your continued use of the Software indicates your agreement to the modifications.

 

10.          TERMINATION.  Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend your license and access to the Software, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Software violates the Agreement, is improper or substantially exceeds or differs from normal use by other users,  raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Software or systems and comply with applicable Intuit policy, if you no longer agree to receive electronic communications, or if your use of the Software conflicts with Intuit’s interests or those of another user of the Software. Upon Intuit notice that your use of the Software has been terminated you must immediately stop using the Software and any outstanding payments will become due.  Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.

 

11.          EXPORT RESTRICTIONS.  You acknowledge that the Software, its related website, online services, and other Intuit Services, including the mobile application, delivered by Intuit are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations, and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly.

 

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

 

13.          DISPUTES.  ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. 

 

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (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. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 13 shall survive expiration, termination or rescission of this Agreement.

 

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

 

Rev August 2016

 

______________________

 

Section B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE

 

INTUIT QUICKBOOKS DESKTOP POINT OF SALE 18.0 SOFTWARE (“Software").

 

YOUR LICENSE TO USE THE SOFTWARE, ADD-ON PRODUCTS AND RELATED SERVICES (IF ANY) IS SUBJECT TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE AND THE ADDITIONAL TERMS AND CONDITIONS BELOW. THESE ADDITIONAL TERMS AND CONDITIONS SHALL PREVAIL OVER ANY CONFLICT OR INCONSISTENCY WITH THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.

 

1. LICENSE GRANT AND RESTRICTIONS

 

Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

 

1.1 Basic License Version.  You may install up to a maximum of twenty (20) copies of the QuickBooks Point of Sale Software you have licensed, at no more than one (1) of your Company’s store locations.  If you purchased more than one Basic License of the Software, you may: (a) install a copy of the QuickBooks Point of Sale Software up to the maximum number of Company locations and licenses you purchased; (b) place a copy of your software data files on a network for access by such computers and (c) make one copy of the printed materials and any user documentation accompanying the Software for each user license you purchased.  If you purchased a valid license for the Software and received an Authentic Intuit DVD, such DVD is your backup copy of the Software.

 

1.2 Pro License Version.    You may install a copy of the QuickBooks Point of Sale Software on one computer.  If you purchased more than one Pro license of the QuickBooks Point of Sale Software, you may: (a) install a copy of the QuickBooks Point of Sale Software on the number of computer(s) equal to the number of licenses you purchased, up to a maximum of twenty (20) computers that are owned and operated solely by and for your Company at one (1) location; (b) place a copy of your software data files on a network for access by such computers and (c) make one copy of the printed materials and any user documentation accompanying the Software for each user license you purchased.  If you purchased a valid license for the Software and received an Authentic Intuit DVD, such DVD is your backup copy of the Software.

 

1.3 Multi-Store License Version.  You may: (i) install a copy of the QuickBooks Point of Sale Software on the number of computers equal to the number of licenses you have purchased, at up to twenty (20) different store locations and only at those locations where all  the computers are owned and operated solely by and for your Company; (ii) install the QuickBooks Point of Sale Software at each location in accordance with the Single-Store License Version terms set forth above And (iii) make copies of the printed materials and any user documentation accompanying the Software equal to the number of licenses you have purchased. If you purchased a valid license for the Software and received an Authentic Intuit DVD, such DVD is your backup copy of the QuickBooks Point of Sale Software.

 

Since data from various store locations is not automatically updated to master data files in real time, if you choose to maintain master data files incorporating data from all store locations, you must synchronize the data from each such store location with the master data files in accordance with the instructions included with the multi-store user documentation.

1.4 License Restrictions.  You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the QuickBooks Point of Sale Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the QuickBooks Point of Sale Software, DVD(s), or related materials or create derivative works based upon the QuickBooks Point of Sale Software or any part thereof; (c) network the QuickBooks Point of Sale Software, except that you may network your company data files within same-store locations as outlined  above, provided you have purchased the same edition license(s) of the QuickBooks Point of Sale Software for all computers at such locations; and (d) copy the QuickBooks Point of Sale Software in whole or part, except as expressly stated in 1.1, 1.2 or 1.3 above, or use trade secret information contained in the QuickBooks Point of Sale Software, to develop software to interface with the QuickBooks Point of Sale Software. You agree not to (and no