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INTUIT TERMS OF SERVICE FOR
QUICKBOOKS ONLINE, QUICKBOOKS ONLINE ACCOUNTANT, QUICKBOOKS ONLINE SELF EMPLOYED AND
PAYROLL SERVICES FOR QUICKBOOKS ONLINE IN THE UNITED STATES

 

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

A. GENERAL TERMS 

1. AGREEMENT

This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:
  • Intuit's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
  • Additional Terms and Conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
  • Provide access to or give any part of the Services to any third party.
  • Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
  • Make the Services available on any file-sharing or application hosting service.

3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, if you are the User paying for the Services, unless Intuit or its third party affiliate 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 Services:

  1. 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 Services.
  2. 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.
  3. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
  4. 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.
  5. Intuit will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
  6. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4.  USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device, the Internet and may require software. 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:

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  2. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

5. YOUR PERSONAL INFORMATION. You can view Intuit's Privacy Statement provided with the Services and on the website for the Services. 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 Services. You give Intuit permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other Intuit services. For example, this means that Intuit may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. 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.

6. CONTENT

6.1 You are responsible for your content. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. 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 the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  1. 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 would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
  2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
  3. Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  4. Virus, trojan horse, worm or other disruptive or harmful software or data; and
  5. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

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

6.3 Intuit may 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 Services, 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.

6.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

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

7.2 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 to you and to enhance the Services. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

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

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

8. DISCLAIMER OF WARRANTIES

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

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

9. 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 SERVICES 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, 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 SERVICES 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 Services 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.

10. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services 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 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

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

14. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES 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 14 shall survive expiration, termination or rescission of this Agreement.

15. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit 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 cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it 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.

October 2013

_______________________________

B. ADDITIONAL TERMS AND CONDITIONS FOR QUICKBOOKS ONLINE, QUICKBOOKS ONLINE ACCOUNTANT, QUICKBOOKS SELF EMPLOYED AND PAYROLL SERVICES FOR QUICKBOOKS ONLINE SERVICES

Your use of the following Services provided by Intuit are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the QuickBooks Self-Employed Service as an authorized representative.

  1. SERVICES. Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
    1. QuickBooks Online. QuickBooks Online (“QBO”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “QBO Account”). Each QBO Account may only be used to support one business.
    2. QuickBooks Online Accountant. QuickBooks Online Accountant (“QBOA”) is an online solution for accountants, bookkeepers and other individuals or entities that provide accounting and other financial services to their clients. If you register for QBOA, you will be able to create and access new and existing QBO Accounts of your clients. QBOA also provides you with professional tools and access to our QuickBooks ProAdvisor Program, which is subject to separate terms and conditions.
    3. QuickBooks Self-Employed Service. QuickBooks Self-Employed Service (“QBSE”) is an online solution for the self-employed to manage and categorize their personal and business finances through an online account (each a “QBSE Account”). Each QBSE Account may only be used to support one self-employed individual.
    4. Payroll. The QuickBooks Payroll Subscription Service (the “Payroll Service(s)”) and Intuit Full Service Payroll (“IFSP Services”) are each an online payroll solution for businesses.
    5. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator's (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

  2. USERS.
    1. Types of Users. The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, accountant, contractors, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to QBOA and QBSE or each QBO Account and QBSE Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
    2. For Administrators. As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Intuit customers, but that you are responsible for you Additional Users' access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator's or any Additional User's access to the Services.
    3. For Additional Users. As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access of the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User's Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.

  3. SUBSCRIPTION.
    1. Payment for Services. The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the license. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.
    2. Subscription Cancellation. The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that Intuit is unable to charge a User's chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Intuit has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Intuit is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.

  4. ACCOUNT FEATURES.
    1. Trial Version. If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period”) unless you terminate before the trial period ends. You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you terminate before the Trial Period ends or do not purchase a license to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.
    2. Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior 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 prior 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 information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.

  5. DATA.
    1. Personal Data. If you are providing data to us that is not personal to you, you agree that you have either provided the owner of such personal data notice or received permission from the owner of such personal data, as required by applicable law, for us to: (a) use or disclose the data in accordance with our Privacy Policy, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, (c) provide the data to Third Party Products that you approve, and (d) otherwise use and disclose the data in accordance with this Agreement. You acknowledge and agree that Intuit may provide data in your account to any Additional Users to which that data is applicable or personal to.
    2. Public Content. As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other Intuit customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User's Account Content, you understand and agree that the Account Content is being provided by the User, and not Intuit, for information and guidance purposes only, and Intuit and such User are not responsible in any way for your use of the Account Content.
    3. Telephone numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Intuit may use your telephone number for "multi-factor authentication" ("MFA"), to confirm your identity and help protect the security of your account.  Part of the MFA identity verification process may involve Intuit sending text messages containing security codes to your  telephone number. You agree to receive these texts from Intuit containing security codes as part of the MFA process.  In addition, you agree that Intuit may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. For the Mobile App Download Program, Message and Data rates may apply. For help send HELP to 57710 for QuickBooks Online or 83477 for QuickBooks Self-Employed. For support contact us at 1-800-488-7330. Supported carriers include AT&T, Verizon Wireless, T-Mobile®, Metro PCS, Sprint, Boost, Virgin Mobile, U.S. Cellular®, and others. Mobile carriers are not liable for delayed or undelivered messages.

  1. OTHER PRODUCTS AND SERVICES.
    1. Third Party Products. By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Intuit is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Intuit or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
    2. Data Transfer Service.
      1. We may provide you with the opportunity to transfer your data and Content from the Services to certain supported online Third Party Products or other online Intuit services (the “Ancillary Services”) that you sign up for or use in connection with the Services (the “Data Transfer Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time (“Login Details”). We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and you expressly appoint Intuit as your, or the third party who owns the Login Details', agent with limited power of attorney to access any Third Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant Intuit the right to transfer data to the Third Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Services unless we disclose to you otherwise.
      2. You agree that you will (a) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of Intuit or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. Depending on the Third Party Product or Ancillary Service you choose, you further agree and acknowledge that your data, including your financial or personal information, may be transferred through the Data Transfer Service to another country where security and privacy controls may not be adequate for data protection. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Services during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.
    3. Data Receipt Service.
      1. We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the “Data Receipt Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Receipt Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and you expressly appoint Intuit as your, or the third party who owns the Login Details', agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant Intuit the right to transfer data to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.
      2. You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of Intuit or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.
      3. We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. You will only have access to the Data Receipt Services during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Data Receipt Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the Services. Any data obtained through the Data Receipt Service will be made available in the Services, and will be subject to the terms and conditions of this Agreement, including our Privacy Policy.
    4. Third Party Code. The Services use PDF Tron technology (“Third Party Code”), which is subject to the following additional license terms. You agree that you (a) will use the Third Party Code only as an integral component of the Services; (b) will not use the Third Party Code for development, compilation, debugging and similar design-time purposes; (c) will not use reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Code or attempt to do any of the foregoing in relation to the object code of the Third Party Code; and (d) will not modify, adapt, translate or create any derivative works of the Third Party Code or merge the Third Party Code into any other software.
    5. Service Providers. We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.

  2. COMMUNICATION SERVICES. We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services and that such third parties have agreed to Intuit's use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Intuit's systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services.

  3. PAYROLL SERVICES. Subscription services offering online payroll solutions for businesses (the “Payroll Services”). If you elect to enroll with any Payroll Services, the following additional terms apply.
    1. Users.
      1. User. These terms apply to all Payroll Service users, including Additional Client Users as described below.
      2. Additional Client User. You may use Payroll Services for your own business or for the benefit of your clients as Additional Users (each an “Additional Client User”). If you are using Payroll Services as the agent of your Additional Client Users, you warrant that you have obtained all necessary and proper rights and authorizations from your clients to:
        1. act as their agent in authorizing and using Payroll Services on your client's behalf, and accept all liability arising from using Payroll Services as your client's agent; and
        2. allow Intuit to provide the Payroll Service.
    2. General Terms.
      1. Subscription Payroll Services, Restrictions, and Responsibility for Payment.
        1. You must purchase a separate Payroll Service subscription for your own business and each Additional Client User you support. Please review all of the details of the Payroll Service subscription that you purchase; each subscription type is distinct and will provide access to different features.
        2. When you enroll in a Payroll Service subscription and pay the applicable fees, Intuit grants you a limited non-exclusive license to use the Payroll Service subscription in the United States. Your use of Payroll Services: (a) is governed by the latest version of the terms and conditions for Payroll Services, and (b) constitutes your acceptance of those terms and conditions. You acknowledge and agree that Intuit cannot represent you in tax matters or, except as authorized by section 8.3, file and pay taxes on your behalf.
        3. You are responsible for payment of all fees and amounts: (a) due for each Payroll Service subscription, or (b) payable to any 3rd party on your behalf as agreed by a Payroll Service subscription, including those arising from or related to Additional Client Users subscriptions. You may have the option of causing an Additional Client User to be liable for any fees and amounts payable, if you: (x) give the Additional Client User access to the Payroll Service, and (y) require the Additional Client User to sign into the Payroll Service subscription, create a username and password, and agree to this Agreement. Intuit will have no responsibility for requesting that any Additional Client User sign into the Service or agree to this Agreement. You acknowledge and agree that if an Additional Client User does not accept this Agreement or if Intuit is not able to collect amounts from an Additional Client User for any reason, you, as the service provider are responsible for paying Intuit all amounts owed by the Additional Client User. We reserve all rights, including termination of this Agreement for you or any/all Additional Client Users, discontinuation of Payroll Services, in whole or in part in our sole discretion, and avail ourselves of any other available remedy. This Section will, to the extent applicable, survive the termination of this Agreement.
      2. Government Accounts and Use of Payroll Services. If any government agency's registration process requires an online account to use Payroll Services, we may, with your consent, create an account for you and provide you with that account information. If you have already created an account, you agree to provide us that information or other requested information to facilitate registration or onboarding. If, at any time, we create an account for you or access your existing account using your account information, you must change your login name and password credentials. Intuit will not be responsible for use of or access to your account immediately after we provide you notice of our account set up or access.
      3. ACH Credit/Debit Authorization.
        1. You acknowledge and agree that: (a) most Payroll Service Payments, as defined below, will go through the Automated Clearing House (the “ACH”), (b) all Payroll Service Payments are governed by ACH rules, and (c) your ACH transactions will comply with U.S. law. You can learn more about the ACH at www.nacha.org. You warrant to us everything that we must warrant as an ACH Originator, and you agree to hold harmless, indemnify, and defend Intuit and the bank in connection with all of your ACH transactions, including attorneys' fees.
        2. By using the Payroll Service, you authorize us to initiate electronic withdrawals from your bank account to fund Direct Deposits and/or Payroll Tax Payments, as applicable, (each term defined separately below and referred to collectively as “Payroll Service Payments”), although under certain circumstances we may use wire drawdown requests or other funding methods (“Debits”). Debits will also be initiated to pay fees for Payroll Services, special processing, any sales, use or other taxes payable on Payroll Services, and for adjustments to these various amounts.
        3. You authorize and direct the institution that holds the demand deposit account used in conjunction with Payroll Services (“Your Account”) to: (a) charge each Payment Service Payment and/or Debit to Your Account and pay that amount to us, and (b) respond to our inquiries regarding Your Account. You agree that Your Account is a demand deposit account located in the United States, and that all Payroll Service Payments will be to accounts located in the United States.
        4. Bank Verification. Prior to processing any Payroll Service Payment, we may verify Your Account information. The verification process may include sending you texts, voice calls, or automated/pre-recorded voice calls. If you provided your mobile phone number to us, you agree we may send such communications to that number. You agree that as part of the verification process we may: (i) verify Your Account information by debiting between $0.01 and $1.00 from Your Account, then crediting the same amount back to Your Account, and requesting you to verify the amount debited and credited, and/or (ii) verify Your Account using your login credentials to your financial institution and we may also ask you questions pertaining to your bank balance and/ or recent credit/ debit transactions. You agree to input your login credentials through an online portal provided by Intuit as part of this verification process. Failure to successfully verify the micro debits and/or credits and/or log in to your bank or financial institution within the time specified by Intuit will result in the inability to process Payroll Service Payments. Intuit will only use this verification process to screen for fraud and will not otherwise debit Your Account, except for your use of Payroll Services. You hereby grant Intuit a limited power of attorney to initiate the actions in this Section as part of the bank verification process.
        5. You authorize us to: (a) initiate transactions with Your Account to collect Payroll Service Payments and/or pay any fees related to Payroll Services, (b) reinitiate, or initiate a new Debit to your bank account if any Debit is returned for insufficient funds or uncollected funds, (c) credit Your Account when necessary, at our sole discretion, for any refund or credit amount due to you, and/or (d) to send Payroll Service Payments, electronically or by any other commercially accepted method, to the appropriate financial institution(s) or taxing authority. If Intuit tells you that an account number or other information concerning your Payroll Service Payments has changed, you must use this corrected information in the future to initiate Payroll Service Payments.
        6. We may: (a) establish security limits on Payroll Service Payments, such as a maximum number or dollar amount, (b) change security limits from time to time without disclosing such changes, and (c) refuse to process your Payroll Service Payments if we reasonably believe Your Account balance is insufficient to cover the amounts due or for any other reason we deem reasonable.
        7. This ACH authorization will remain in full force and effect until we receive your written notification of termination in such time and manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on your termination notice.
        8. If any amount payable by 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, Intuit may: a) reverse any corresponding credit issued to Intuit, you, your employees or any other party without liability to you or any other party, (b) reverse Direct Deposits, (c) refuse to perform further Payroll Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) initiate another debit in substitution for the dishonored debit until the debit is honored and to initiate separate debits to cover any NSF fee or dishonored payment fees, (f) charge you a one-time insufficient funds penalty fee for each occurrence, (g) report this information to any and all credit agencies and/or financial institutions, and/or (h) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all collections costs will be charged to you, including but not limited to any costs associated with termination of this Agreement, and attorney fees, where permitted by law.
      4. Electronic Signatures. As part of Payroll Services, we may require you to provide your electronic signature to certain forms or documents required by Intuit or state/federal agencies. Required forms vary depending on your subscription, business, and/or location. Such forms will be made available to you including IRS form 8655 Reporting Agent Authorization. Your signature on these forms is required to use Payroll Services. By using Payroll Services, you acknowledge that you have read the content of the forms, and hereby authorize us to apply your electronic signature or a rendition of your signature to all required forms. Copies of signed forms will be provided to you. Your signature will be effective as of your acceptance of these terms authorizing application of your signature to all specified form(s). If you revoke your permission for us to use your electronic signature, the Service will terminate.
      5. Credit Review. Periodically Intuit may review your use of Payroll Services, your credit status, credit or similar reports on your business and its principals, or other factors, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies to validate your identity and/or credit history. Intuit may terminate your use of Payroll Services after such a review.
      6. 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, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due become immediately due and payable, and/or (c) require you to deposit with Intuit an amount equal to the 12 month average monthly or annual processing charges to prepay for any future processing.
      7. Intuit will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. In the event that Intuit becomes aware of any tax agency information that is inaccurate, Intuit reserves the right to input the correct information. Intuit will not be liable in any way if Payroll Services cannot be performed completely or accurately because of anything not reasonably within our control, including problems with the Internet or inaccurate or incomplete information you provide to us. If any Intuit error occurs in performing Payroll Services, our only responsibility will be to make the correct payment or file the correct report and pay any resulting tax interest or penalty. In no event will we be liable for any indirect, special or consequential damages. If these remedies fail of their essential purpose, Intuit’s maximum liability will equal the fees you have paid to Intuit for the applicable Service subscription.
      8. DISCLAIMER. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING RESULTS FROM USE OF THE PAYROLL SERVICE. INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
    3. Electronic Filing and Payment of Payroll Tax Service. In order to access the electronic filing and payment of payroll tax service, you must have a current subscription to a Payroll Service subscription offering electronic filing and payment of payroll taxes.
      1. If you choose to file and/or pay your payroll taxes electronically, your payroll tax and payment information will be forwarded to Intuit's Electronic Filing Center where Intuit will convert the information to a standardized format and transmit it to the applicable federal and/or state taxing authority (“Payroll Tax Transaction”). You are responsible for verifying the status of your Payroll Tax Transaction including receipt and acceptance by the applicable taxing authority, and if necessary, for filing and paying your payroll taxes manually in the event the taxing authority rejects your Payroll Tax Transaction for any reason. By using Payroll Services, you consent to the disclosure of all information pertaining to your Payroll Tax Transaction to the IRS or any other tax/revenue authority. Using the system to prepare and submit your Payroll Tax Transaction to state taxing authorities is subject to availability.
      2. You agree to print and save a copy of your Payroll Tax Transaction for your records. Except to the extent required by law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit.
      3. You authorize Intuit and its agents (if applicable) to: (i) send Payroll Tax Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority, and (ii) enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.
    4. Direct Deposit. In order to access the Direct Deposit service you must have a current subscription to a Payroll Service subscription offering Direct Deposit services. Direct Deposit is defined as deposit of money by you into a payroll payee's bank account.
      1. Activation. Direct Deposit services will begin after Intuit receives and processes any information we request as part of your enrollment, including any credit or banking information. The information you provide must be accurate and complete, to begin performing Payroll Services for you.
      2. Use and Restrictions.
        1. You may send us requests to process and send payments to your employees for their work during an applicable work period (“Payroll Payments”). When you request Payroll Payments you will receive confirmation when the request is received. However, we do not verify your payroll information including but not limited to time entries, pay rates, or employee banking details, and a confirmation does not mean that your submission of Payroll Payments were error-free. If errors are detected later we may be unable to complete the submission of your Payroll Payments. We will make reasonable efforts to tell you if we cannot complete your Payroll Payments. Payroll Payments taking place after certain processing deadlines may be considered to occur on the next business day. Special processing fees may apply to some Payroll Payments, and optional special processing requests may be available as part of the Direct Deposit service for an additional charge.
        2. Direct Deposit service does not include: (a) furnishing paychecks or notice of deductions or direct deposit to employees, or (b) processing of non-tax-related withholdings, including but not limited to: wage garnishments, retirement account contributions, or insurance premiums.
        3. For certain jurisdictions, the Service may not: (a) include processing of local taxes or taxes not deducted as part of payroll, or (b) be available to employers with employees in certain states.
        4. There may be restrictions on the number of employees for whom payroll can be processed.
      3. User Responsibilities. Debits will be charged to Your Account up to five (5) business banking days before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Payroll Payments on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payroll Payments are made. Once your Payroll Payments are complete and submitted you may cancel them until we send them to the ACH network. You are responsible for verifying that all Payroll Payments have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Payroll Payments in our files.
      4. Representations and Warranties. You represent and warrant to Intuit that: (i) you have received authorization from each person or entity to allow you to make Payroll Payments and/or any necessary adjustments to their account, as appropriate, (ii) at the time any Payroll Payment is made you have no knowledge that the authorization has been revoked or terminated, and (iii) your Payroll Payments comply with applicable laws. In case of any reversing entry for a paycheck direct deposit, you will tell the affected person before the entry is sent. You are responsible for maintaining employee authorizations, record retention, and any additional rules specified by the ACH.
    5. ViewMyPaycheck. In order for you and your employees to access the ViewMyPaycheck service (“VMP”) you must have a current subscription to a Payroll Service offering VMP. Through VMP, your employees may have access to an online employee website and may be able to provide you their information, including information relating to their W-4's and payroll payment preferences (i.e. direct deposit, paycheck). Depending on your Payroll Services subscription, you may have the option to furnish your employee(s) with their W-2 in an electronic format in lieu of a paper format, and/or you may have the option of turning off VMP. If you elect to furnish electronic W-2s, you must notify your employee(s) of the option to receive electronic W-2s in a manner that allows the employee(s) to link to an electronic consent that demonstrates that the employee(s) can access the W-2s electronically. You may choose to terminate your participation (and your employee(s)) at any time. If you choose to furnish electronic W-2s and your employee(s) choose to participate in VMP, the following also applies:
      1. Change in Hardware. You must provide notice to your employee(s) prior to changing any hardware or software needed to access W-2s through VMP. The notice must: (i) describe the revised hardware and/or software required to access W-2s, (ii) inform your employee(s) that a new consent to receive W-2s in the revised electronic format will be provided, and (iii) be agreed to by the employee in order to continue electronic delivery/receipt of W-2s.
      2. Change in Preference. In the event your employee(s) change their preference to receive W-2s 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.
      3. Change Due to Termination/to Contact Information. You must send email or paper notification to your employee(s) of: (i) the termination of your use of VMP for any employee(s) whose employment has been terminated, and (ii) any changes to your contact information by which the employee(s) could contact you about their W-2.
      4. Notice that W-2 is Available/Modified. You must notify your employee(s): (i) when the electronic W-2 is available, and (ii) within 30-days of any corrected/modified W-2s. Notices regarding corrected/modified W-2s should include advice to the employee(s) to use Payroll Services website to access, print, and retain the corrected/modified W-2 form.
    6. W-2 Transfer Option. When you sign up for Payroll Services, W-2 information may be sent to TurboTax® for the benefit of your employees, as long as you are an active subscriber. This means that W-2 data may be transmitted via an encrypted, secure connection to the TurboTax servers for automatic download into TurboTax if your employees elect to use the tax filing software or services and choose to import their W-2 data automatically. You may have the option of turning off this functionality through Payroll Services.
    7. Full Service Payroll. In order to access Full Service Payroll (“FSP”) you must have a current subscription to a Payroll Service offering FSP services.
      1. Intuit Payroll Services, LLC in cooperation with Computing Resources, Inc. has arranged for you to make Payroll Service Payments through FSP, including related tax filings and preparation of W-2s. You may only use FSP for Payroll Service Payments and related tax filings, and W-2s.
      2. Setup Payroll Services.
        1. Setup Information. To enable you to more rapidly begin utilizing FSP you agree to provide Intuit with all information necessary to enable Intuit to establish your FSP subscription (collectively “Setup Information”).
        2. Intuit will suggest the most accurate and rapid method for completing your Setup Payroll Services from the following options:
          1. Providing Intuit (by email, fax or other electronic means as instructed by Intuit) with true, correct, and complete business information (including payroll, tax and employee information), and any other payroll setup information, completed forms, or other data necessary for the Setup Service;
          2. Establishing Intuit as an authorized user of your existing payroll service offering with unique login credential and limited access rights to the records necessary to enable the Setup Payroll Services;
          3. Using a web-based portal to input your user name, password and any other login information for your existing online payroll service. Your information will be encrypted and transmitted using secure socket layer technology, making it unreadable during transmission. We may use this information to automate retrieving or obtaining Setup Information. If we store your login credentials, we will maintain and encrypt them on our firewall-protected servers.
          4. Participating in calls with your existing payroll service provider and an Intuit representative to obtain necessary Setup Information;
          5. Providing uninterrupted access to your QuickBooks or non-Intuit financial management software data files, either via upload to Intuit's FTP site in accordance with Intuit's instructions or via remote desktop connection access; and
          6. Responding to Intuit communications and requests for information, and reviewing information provided or prepared by Intuit promptly and reasonably in advance of and during the Setup Service process, notifying Intuit of any errors.
        3. Representations, Grant of Rights to Intuit. You hereby represent and warrant that you: (a) are the legal owner of the Setup Information, (b) authorize us to take all reasonable actions necessary to provide you FSP, including, but not limited to, registering you as the business owner with applicable government agencies to obtain business registration ID's, (c) have the necessary rights to grant us the authorizations to act on behalf of you or your business, (d) hereby authorize government agencies to disclose your confidential information to us, (e) agree to provide true and accurate information and to review your registration information prior to registering with the government or allowing us to register, (f) as the business owner, remain solely liable to compliance with applicable laws and regulations regarding your business, and (g) are responsible for ensuring that the grant of these rights is permissible under the terms of any applicable agreements. You acknowledge and agree that we do not provide any advice or recommendation relating to government registration, and that we are relying on information you provide to us.
        4. Taxpayer ID Numbers. You agree and acknowledge that Intuit will not be able to complete Setup Service for any tax jurisdiction until you have applied for and received an agency account ID(s) as part of enrollment with the appropriate payroll taxing authority in the applicable jurisdiction(s) (“Account ID(s)”). Intuit will assist you in applying for Account ID(s) with the appropriate taxing authority(ies). The time required to obtain Account ID(s) is approximately ten (10) business days or longer. Turnaround times are not within Intuit's control or responsibility.
        5. Information Verification. Intuit will reasonably ensure the accuracy of information received, but cannot ensure that the source files used, information provided by other service providers or company personnel are accurate. Accordingly, Intuit may require you to verify the accuracy of all the information before commencing use of FSP.
        6. Completion of Setup Payroll Services. After you have verified your information, Intuit will assist you in the steps necessary to commence use of FSP. At that time the Setup Payroll Services will be complete.
        7. No Obligation to Provide Payroll Services. Intuit reserves the right to refuse to provide Setup Service to you and, in such instances, will refund any fees you paid to Intuit for Setup Service.
    8. Workers' Compensation Pay-As-You-Go Service. You may be offered Workers' Compensation Pay-As-You-Go service. To determine your eligibility for participate in this add-on service, Intuit shares a limited amount of your information, such as FEIN, with participating insurance carriers. The insurance carriers ensure use of your information will be solely for purposes related to Payroll Services. No employee or payroll information will be shared with any insurance carrier, until you register for this add-on service and provide authorization. Additional fees may apply.
    9. Limited Power of Attorney. You hereby grant Intuit a limited power of attorney to initiate any reasonably necessary actions on your behalf, as described in this Section 8, in order to provide you with the Electronic Filing and Payment of Payroll Taxes, Direct Deposit, ACH Debit services, FSP.

  4. QBSE ELECTRONIC FILING AND PAYMENT OF ESTIMATED TAXES. For QBSE, Intuit may provide you with an estimate of the taxes you owe for a calendar quarter. You acknowledge that this amount is an estimate and may not be a sufficient amount. You may select to have Intuit submit your request to pay your estimated quarterly taxes electronically, and your request will be transmitted to the applicable federal and/or state taxing authority (the “Electronic Filing Services”). You are responsible for verifying the status of your estimated tax payment, to confirm that your estimated tax payment has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your payment (e.g., incorrect bank account number, invalid pin, duplicate payment). You agree to save a copy of your confirmation of payment that Intuit provides to you for your records. By using this system to prepare and submit your estimated taxes, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Intuit does not represent that the Electronic Filing Service will be available at any given time. By using the Electronic Filing Service, you acknowledge that it may not be available and able to transmit data to the taxing authority, and that Intuit is not responsible for any late payments or related penalties charged by a taxing authority.

  5. NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. NEITHER INTUIT NOR THE SERVICES IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. INTUIT IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. QBSE is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through QBSE may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstance.

  6. ONLINE NOTIFICATION AND DISCLAIMER

    1. Intuit will provide you with account-related notifications due to inaction on the account, confirmation of information and reminders to categorize your transactions. These notifications will be sent to the email address you have provided as your primary email address when you register for QBSE. Anyone with access to your email will be able to view the content of these notifications.
    2. You understand and agree that any notifications provided to you through QBSE may be delayed or prevented by a variety of factors. Intuit does its best to provide notifications in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any notification. You also agree that Intuit shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification; for any errors in the content of a notification; or for any actions taken or not taken by you n reliance on a notification.

  7. APPLE REQUIREMENTS If you downloaded the Services from the Apple iTunes Store the following apply:

    1. Acknowledgement: You acknowledge that this Agreement is between you and Intuit only, and not with Apple, and Intuit, not Apple, is solely responsible for the Services and the content thereof.
    2. Scope of License: The license granted to you for the Services is a limited, non-transferable license to use the Services on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.
    3. Maintenance and Support: Intuit and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
    4. Warranty: Intuit is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services in the Apple iTunes App Store to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Intuit's sole responsibility, as between Intuit and Apple.
    5. Product Claims: Intuit, not Apple, is responsible for addressing any user or third party claims relating to the Services or the user's possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
    6. Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party's intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
    7. Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
    8. Developer Contact Info: Direct any questions, complaints or claims to: Intuit Inc, 2632 Marine Way, Mountain View, CA 94043.
    9. Third Party Beneficiary: You acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.

November 2015