INTUIT END USER LICENSE AGREEMENT
PROSERIES SOFTWARE – TAX YEAR 2009
A. GENERAL TERMS
1.
Thank you for selecting the software offered by Intuit Inc. and/or its subsidiaries (“Intuit,” “we,” “our” or “us”). This software license agreement together with Intuit’s Privacy Statement provided to you on the website or documentation for the Intuit software you have selected and the Additional Terms and Conditions for the Services (collectively, the “Agreement”) is a legal agreement between you (“you,” “your,” “licensee”), and Intuit. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to as more fully described below (collectively, the “Software”). By clicking I AGREE, and/or accessing or using the Software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software. Your access to or use of the Software may also be subject to your acceptance of separate agreements with Intuit and / or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Software selected by you and for other Intuit products made available to you through this Software, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Software, including such additional Intuit internet based products made available to you through the Software you have selected.
Thank you for selecting the software offered by Intuit Inc. and/or its subsidiaries (“Intuit,” “we,” “our” or “us”). This software license agreement together with Intuit’s Privacy Statement provided to you on the website or documentation for the Intuit software you have selected and the Additional Terms and Conditions for the Services (collectively, the “Agreement”) is a legal agreement between you (“you,” “your,” “licensee”), and Intuit. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to as more fully described below (collectively, the “Software”). By clicking I AGREE, and/or accessing or using the Software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software. Your access to or use of the Software may also be subject to your acceptance of separate agreements with Intuit and / or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Software selected by you and for other Intuit products made available to you through this Software, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Software, including such additional Intuit internet based products made available to you through the Software you have selected.IF YOU CLICK THE DO NOT ACCEPT BUTTON, THE SOFTWARE WILL NOT BE INSTALLED. IF YOU DO NOT ACCEPT THIS LICENSE AGREEMENT, CONTACT INTUIT CUSTOMER SERVICE AT 800-374-7317 TO OBTAIN A RETURN MERCHANDISE AUTHORIZATION (RMA) AND RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF THE INITIAL CD-ROM SHIP DATE TO INTUIT RETURNS, P.O. BOX 190004, GREENVILLE, SC 29390-9004.
THE SOFTWARE INCLUDES A LICENSING SOFTWARE COMPONENT THAT REQUIRES YOU TO PROVIDE YOUR CUSTOMER I.D. NUMBER AND YOUR ZIP CODE VIA A SECURE INTERNET CONNECTION OR VIA TELEPHONE IN ORDER TO ACCESS AND USE THE SOFTWARE. ONCE YOU HAVE ACCEPTED THIS AGREEMENT AND INSTALLED THE SOFTWARE, YOU WILL BE PROMPTED TO SUPPLY THIS INFORMATION.
2.LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, Intuit grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the Intuit description for the Software, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you.
LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, Intuit grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the Intuit description for the Software, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you. In addition to the Software provided herein, the term Software includes any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Software that Intuit provides or makes available to you.
Except as expressly allowed herein or by applicable law, you are not licensed or permitted under this Agreement to do any of the following and must not allow any third party to do any of the following: (i) access or attempt to access any other Intuit systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, license, sublicense, modify or create derivative works based on the Software in whole or in part, resell or distribute in any way the Software; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Intuit’s other licensees or customers, or impose an unreasonable or disproportionately large load on Intuit’s infrastructure.
3.INTUIT SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Intuit (“Intuit Services”). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services and separate fees may apply. You acknowledge that in accessing certain Intuit Services through the Software you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Intuit permission to use information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future. You also grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you, your company or any individual personally to improve services and to compare business practices with other users. You also grant Intuit permission to create, market or promote new Intuit offerings based on your data.
INTUIT SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Intuit (“Intuit Services”). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services and separate fees may apply. You acknowledge that in accessing certain Intuit Services through the Software you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Intuit permission to use information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future. You also grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you, your company or any individual personally to improve services and to compare business practices with other users. You also grant Intuit permission to create, market or promote new Intuit offerings based on your data. 3.1 Online Communities. The Software may include a feature that allows you to exchange useful and helpful information with other users of the Software (“Live Community”). Internet access is required to use Live Community. Please respect and interact with other users as you would in any public arena when using the Live Community feature. Exercise your judgment in evaluating and acting on (or ignoring) other users' Live Community sessions. Remember, due to the anonymous nature of the Internet, other Live Community users may not be who they say they are, know what they say they know or be affiliated with whom they say they are affiliated.
(i) Content. You agree that Intuit does not endorse and is not responsible for the accuracy of the content in Live Community, and will not be liable for any damages incurred as a result of the submission or use of any such content. Live Community users may post hypertext links to content hosted and maintained by third parties. Intuit has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. Intuit reserves the right to monitor the Live Community content from time to time. Additionally, Intuit reserves the right to edit, remove or refuse to remove Live Community content in its sole discretion.
(ii) Conduct. You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains: (a) Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component. (b) Spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings. (c) Attacks such as: "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy.
4.TRIAL VERSIONS. If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant above in Section 2, for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.
TRIAL VERSIONS. If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant above in Section 2, for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE. 5.FEES. If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in additional product ordering and pricing terms provided to you for the Software you have selected. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after Intuit receives and processes all the information requested in the registration process; and (ii) for paid versions after your acceptance of this Agreement and after Intuit receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to Intuit with an appropriate logo (“Card”) or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Software. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term (“Renewal Term”) at the then-current subscription rate to maintain access to the Software. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Software you have selected.
FEES. If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in additional product ordering and pricing terms provided to you for the Software you have selected. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after Intuit receives and processes all the information requested in the registration process; and (ii) for paid versions after your acceptance of this Agreement and after Intuit receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to Intuit with an appropriate logo (“Card”) or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Software. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term (“Renewal Term”) at the then-current subscription rate to maintain access to the Software. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Software you have selected.6.RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed not sold, and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.
RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed not sold, and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.7.REGISTRATION. Your registration information to use the Software must be (i) accurate, current and complete as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Intuit has reasonable grounds to suspect is inaccurate, not current or incomplete, Intuit may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).
REGISTRATION. Your registration information to use the Software must be (i) accurate, current and complete as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Intuit has reasonable grounds to suspect is inaccurate, not current or incomplete, Intuit may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof). 8.PRIVACY. For details about Intuit's privacy policies, please refer to the Intuit Privacy Statement contained either in the Software, or the privacy policy on the Intuit website relating to the Software product you selected. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.
PRIVACY. For details about Intuit's privacy policies, please refer to the Intuit Privacy Statement contained either in the Software, or the privacy policy on the Intuit website relating to the Software product you selected. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms. 9.FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (Feedback). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit, any information you provide to Intuit in the Feedback.
FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (Feedback). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit, any information you provide to Intuit in the Feedback. 10.DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. INTUIT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. INTUIT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.THE SOFTWARE IS DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
11.LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AN ITS AFFILIATES AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. . THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.
LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AN ITS AFFILIATES AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. . THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.12.CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).
CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).(a) Consent to Electronic Communications. Intuit may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to Intuit. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quickbooks.com. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and Third Party Services.
(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a licensee of the Software.
(c) Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “I AGREE” button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team, Intuit Inc, 2800 East Commerce Center Place Tucson, AZ 85706. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software.
(e) Changes to Your Email Address. You agree to notify us promptly of any change in your email address or Registration Data. You can do so by logging on to https://privacy.intuit.com/cpi/do/signin and following the instructions to submit a comment to Intuit (please include both your old and new email address).
13.AMENDMENT. Please review the Agreement periodically on the Software website provided to you for additional terms and changes. Intuit has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Intuit determines in its discretion to be reasonable, including posting information concerning such change on any Intuit sponsored website. Your continued use of the Software after Intuit's publication of any such changes shall constitute your acceptance of this Agreement as modified.
AMENDMENT. Please review the Agreement periodically on the Software website provided to you for additional terms and changes. Intuit has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Intuit determines in its discretion to be reasonable, including posting information concerning such change on any Intuit sponsored website. Your continued use of the Software after Intuit's publication of any such changes shall constitute your acceptance of this Agreement as modified. 14.TERMINATION. Your rights under this Agreement may be terminated or suspended by Intuit immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect Intuit’s rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.
TERMINATION. Your rights under this Agreement may be terminated or suspended by Intuit immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect Intuit’s rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.15.THIRD PARTY SERVICES. In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by Intuit (“Third Party Services”). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not Intuit, is responsible for the performance of the Third Party Services. The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Intuit is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Intuit does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any data contained in, or any services made available through, any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for Licensees use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites.
THIRD PARTY SERVICES. In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by Intuit (“Third Party Services”). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not Intuit, is responsible for the performance of the Third Party Services. The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Intuit is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Intuit does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any data contained in, or any services made available through, any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for Licensees use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites. 16.U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation.". All U.S. Government End Users acquire the Intuit Software with only those rights set forth herein.
U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation.". All U.S. Government End Users acquire the Intuit Software with only those rights set forth herein.17.EXPORT RESTRICTIONS. You acknowledge that the Software is subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Software may include technical data subject to such U.S. export regulations.
EXPORT RESTRICTIONS. You acknowledge that the Software is subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Software may include technical data subject to such U.S. export regulations. 18.MISCELLANEOUS. This Agreement is the complete agreement between you and Intuit and sets forth the entire liability of Intuit, its affiliates and its Suppliers and your exclusive remedy with respect to the Software and its use. Any modification or waiver of the terms herein must be in a writing signed by an authorized representative of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of Intuit, but may be assigned without your consent by Intuit to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by California law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California.
MISCELLANEOUS. This Agreement is the complete agreement between you and Intuit and sets forth the entire liability of Intuit, its affiliates and its Suppliers and your exclusive remedy with respect to the Software and its use. Any modification or waiver of the terms herein must be in a writing signed by an authorized representative of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of Intuit, but may be assigned without your consent by Intuit to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by California law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. B. ADDITIONAL TERMS AND CONDITIONS FOR THE PROSERIES SOFTWARE – TAX YEAR 2009
Your use of the Software provided by Intuit are subject to the General Terms above including these Additional Terms and Conditions which govern your use of the Software indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms above.
1.DEFINITIONS.
DEFINITIONS.“Software” shall mean the 2009 versions of the software with which this Agreement is included and all Updates thereto (as hereinafter defined), and any accompanying product documentation, regardless of: (a) the manner in which such products may be bundled; (b) the method by which you acquire the Software from Intuit (by downloading via the Internet, via CD-ROM or other alternative media); (c) whether you licensed the Software for non-network use or for network use as permitted by this Agreement; or (d) the time at which you acquire the Software.
2. LICENSE AND RESTRICTIONS ON USE. Intuit hereby grants Licensee and its employees a personal, nonexclusive, nontransferable right and license to use one copy of the Software at the single location designated as your primary business firm location in the Software, (except as provided in Section 2.1, 2.2, and 2.3 hereof) designated in Intuit’s records. If you purchased a valid license for the Software and received an authentic Intuit CDROM, such CDROM is your backup copy of the Software. All proprietary rights in the Software and legal title thereto shall remain in Intuit or its licensors. Software may not be used in a local area network without licensing the network version of the Software. The fee paid for the network version covers the LAN operation of the Software. To order the Software for a LAN, contact Intuit Professional Sales at 800-934-1040. As a condition to using the Software on a LAN, you must have paid an initial license fee for the first copy of the Software and then paid an additional fee to license the Software for use on a LAN, as evidenced on your packing slip. If you pay such initial and network fees, you are granted a personal, non-exclusive, non-transferable license to install and use the Software on one or more computers in a LAN so long as such computers and LAN are located at your primary business firm address indicated in the Software. Independent practitioners or separate firms that occupy or share the same office space as you may not use the Software, even though they may be connected to a local area network on which the Software are installed.
2.1 The Software may be loaded and used on the personal computers at the home residences of you and your employees, provided that (i) you and your employees use the Software solely for the purpose of preparing tax returns in accordance with the paragraph herein entitled Copyright; and (ii) neither you nor any of your employees meets clients at your or your employees' homes, or otherwise use their homes in a manner customary for a commercial business office, unless your home address appears in the Software as your primary business firm address. If you or any of your employees meet clients at their home or otherwise conduct business from their home, or if any such person uses the Software for the preparation of tax returns other than in accordance with the paragraph herein entitled Copyright, such person must obtain a separate license from Intuit.
The Software may be loaded and used on the personal computers at the home residences of you and your employees, provided that (i) you and your employees use the Software solely for the purpose of preparing tax returns in accordance with the paragraph herein entitled Copyright; and (ii) neither you nor any of your employees meets clients at your or your employees' homes, or otherwise use their homes in a manner customary for a commercial business office, unless your home address appears in the Software as your primary business firm address. If you or any of your employees meet clients at their home or otherwise conduct business from their home, or if any such person uses the Software for the preparation of tax returns other than in accordance with the paragraph herein entitled Copyright, such person must obtain a separate license from Intuit. You and your employees may load and use the Software on laptop computers outside of the licensed location, provided the use on laptop computers at any single non-licensed location does not exceed a total of fifteen days in any calendar year, and further provided that the Software are used solely for preparing tax returns in accordance with the paragraph herein entitled Copyright.
2.2 For limited versions of the ProSeries Basic version of Software that you license (e.g., maximum of 50 tax returns version), this license grants you a personal, non-exclusive, non-transferable license to use one copy of the Software on one computer at the single location designated as your primary business firm location in the Software to print and/or electronically file the maximum allowed number of tax returns for the limited version of the Software product(s) that you License. The Software will include a tracking mechanism that tracks the number of tax returns that you print and/or electronically file. If you need to print or electronically file more than the maximum allowable tax returns for the Software product or bundle that you Licensed, contact Intuit Customer Service to upgrade or follow the in product directions for the option to ‘Pay-Per-Return’. After the maximum number of returns is printed and/or electronically filed, you will be able to prepare additional tax returns, but you will be unable to print or electronically file additional tax returns.
For limited versions of the ProSeries Basic version of Software that you license (e.g., maximum of 50 tax returns version), this license grants you a personal, non-exclusive, non-transferable license to use one copy of the Software on one computer at the single location designated as your primary business firm location in the Software to print and/or electronically file the maximum allowed number of tax returns for the limited version of the Software product(s) that you License. The Software will include a tracking mechanism that tracks the number of tax returns that you print and/or electronically file. If you need to print or electronically file more than the maximum allowable tax returns for the Software product or bundle that you Licensed, contact Intuit Customer Service to upgrade or follow the in product directions for the option to ‘Pay-Per-Return’. After the maximum number of returns is printed and/or electronically filed, you will be able to prepare additional tax returns, but you will be unable to print or electronically file additional tax returns.2.3 For the ProSeries Professional versions of the Software products that you license, this Agreement authorizes your use of one copy of the Software only at one location on one or more of your non-networked computers.
2.4 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 Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except as outlined in Section 2 above if you have paid license fee and applicable additional fees for the LAN; and (d) copy the Software in whole or part, except as expressly stated in this section 2, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software.
2.6The Software relate to a single tax year. Software relating to subsequent tax years shall be subject to a separate license agreement and require the payment of the then current license or usage fees. Intuit shall have the right at any time, in its sole and absolute discretion, to modify or delete features and to change the operating interface in any or all of the Software, or to change the hardware and computer system specifications necessary or recommended to operate the Software.
The Software relate to a single tax year. Software relating to subsequent tax years shall be subject to a separate license agreement and require the payment of the then current license or usage fees. Intuit shall have the right at any time, in its sole and absolute discretion, to modify or delete features and to change the operating interface in any or all of the Software, or to change the hardware and computer system specifications necessary or recommended to operate the Software.3. REPRESENTATION BY YOU.
YOU REPRESENT TO INTUIT THAT THE FIRM NAME AND ADDRESS APPEARING IN THE FIRM INFORMATION SECTION OF THE SOFTWARE IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY YOU IN THE NORMAL COURSE OF BUSINESS. You acknowledge that this firm name and address will appear in the "Paid Preparer" designation on tax returns processed using the Software. ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION THAT APPEARS IN THE "PAID PREPARER" DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF INTUIT'S REGISTERED COPYRIGHTS (except to the extent the Software contains functionality permitting: (a) the preparation of “self-prepared” or “non-paid preparer” returns; or (b) an alteration, deletion, modification or change of such “paid preparer” designation expressly authorized by Intuit as evidenced by Intuit’s records).
4. PAY-PER-RETURN LICENSING AND PAY-PER-RETURN ELECTRONIC FILING. Pay-Per-Return (“PPR”) is a licensing option offered by Intuit that allows you to use some of the ProSeries tax preparation products on a pay per return basis and to electronically file tax returns on a pay per return basis. You acknowledge and understand that: (1) when you authorize payment for printing or converting a tax return for your client, a taxpayer, on a pay-per-return basis, a PPR fee is charged after which time you may print or convert that particular return for that particular client an unlimited number of times with no additional PPR fee charge; (2) when you electronically file a tax return on a pay per return basis, a PPR fee is charged, (3) the amount of money that you place in your PPR account is not refundable, is not transferable and may not be carried forward to another tax year; and (4) it is your responsibility to manage your PPR account so that you only place the amount of money in your PPR account that you actually need.
Intuit has the right at any time, in its sole and absolute discretion, to condition your use of the Software, or the Intuit Services (defined in Section 5 below) upon your payment of applicable pay-per-use or pay-per-return charges. Additionally, Intuit reserves the right at any time, in its sole and absolute discretion, to suspend and/or terminate your use of the Software or any the Intuit Services if you are delinquent in the payment of any charges owed to Intuit, including, without limitation, checks returned to Intuit for insufficient funds and denied credit or charge card amounts.
5. INTUIT SERVICES AND PRODUCT SUPPORT; THIRD PARTY SERVICES (COLLECTIVELY “SERVICES”).
A. Intuit Services.
Electronic Filing Services. If you choose to file returns electronically, the tax returns will be transmitted electronically to the Intuit Electronic Filing Center, where they will be transmitted to the applicable federal or state taxing authority. Intuit will retain any records required by law. Intuit cannot guarantee that the taxing authority will accept a return due to circumstances beyond Intuit’s control (e.g., incorrect user information, malfunction of the tax authority’s system, etc.). You are responsible for verifying the status of returns that you file electronically to confirm that they have been received and accepted by the applicable taxing authority and, if necessary, for filing them manually. By using Intuit's system to prepare and submit tax returns, you consent to the disclosure by Intuit to the IRS and any other tax or revenue authority of all information pertaining to your use of the Services. Intuit may at any time and in its sole discretion change or discontinue any aspect, availability or feature of the Services.
Online Services. Intuit may provide access to other online and connected services or features, including but not limited to its in-product task scheduler features. The telecommunications delivery systems used in connection with the Intuit Services such as the Internet, can be unpredictable in their performance and may, for example, affect access to or the performance of such Intuit Services. You agree that Intuit is not in any way responsible for any such interference with your use of or access to the Intuit Services. You are also responsible for providing, at your expense, any access to the Internet and required equipment or software.
Product Support. Intuit may offer, in its sole discretion, product support for the Software and certain of the Intuit Services using a variety of methods (e.g. remote, Internet, fax and phone) either at no charge to you, as determined by Intuit in its sole discretion, or at Intuit's then current rates, which rates may be changed from time to time by Intuit without notice. Intuit may modify or discontinue offering Product Support at any time, in its sole discretion. Any Product Support offered by Intuit shall not constitute a continuing obligation to provide Product Support.
Product Support, if offered, is subject to Intuit’s discontinuation policy and will be available to you for a one-year period from the date the Software are first released to Intuit’s general client base, but is limited to the use of the Software or Intuit Services on the hardware and operating systems specified in the documentation for the Software. Additionally, you (and not Intuit) are responsible for providing any support to your clients in connection with their use of connected and online services available to them arising from your use of the Software and its related services.
6. ADDITIONAL TERMS
A. Third Party Licensing Terms. From time to time Intuit may include software components provided by third parties in the Software. Licensing terms for certain third party software components contained in the Software are set forth in attached Exhibit A, which by this reference is made part of this Agreement. Additional third party licensing terms may also be provided in Release Notes.
B. Updates. Intuit may, if practical and appropriate, update the Software from time to time to include revisions related to problem resolution in the Software such as bug fixes and workarounds or for other issues that require revisions to the Software (“Updates”) and offer such Updates to you. However, any such revision of the Software shall be at Intuit’s sole discretion and Intuit shall have no obligation, express or implied, to provide Updates. Intuit shall have the right, in its sole discretion, to withhold the shipment of or access to Updates if you are delinquent in the payment of any charges owed to Intuit including, without limitation, charges for pay-per-return or electronic filing fees. You acknowledge and agree that Intuit may, in its sole discretion, issue Updates in an alternative media, including compact discs and in downloadable form via the Internet.
C. General Upgrade. Depending on the Software that you License, upgrade options may be available (for example, upgrade from pay-per-return to unlimited use or upgrade from the ProSeries Basic version 50-return suite to a ProSeries Basic version unlimited use offering or upgrade from the ProSeries Basic version software to a different version of the Software). Contact Intuit Customer Service for further information on available upgrades.
7. SATISFACTION GUARANTEE
Satisfaction Guarantee. If you are: (a) not satisfied for any reason with the Software and (b) you are a new customer with respect to that Software, in order to receive a refund under this paragraph you must contact Intuit Customer Service at 800-374-7317 to obtain a return merchandise authorization and return the Software via U.S. Post Office within thirty (30) days of receipt to Intuit Returns, P.O. Box 190004, Greenville, SC 29390-9004. Returns made by other means than the U.S. Post Office may be returned to Intuit, Inc. Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. Any such refund under this paragraph shall be equal to the Software license fee paid for the returned Software less service and delivery fees.
The remedy under this section constitutes Intuit’s entire liability and your sole and exclusive remedy for dissatisfaction with the Software, regardless of the reason for same.
8. WARRANTIES.
8.1 Limited Warranty. For a period of ninety days after the Software ship date, Intuit warrants that the media on which the Software is distributed will be free from defects in materials and workmanship under normal operating conditions. If the media is defective, Intuit will replace the defective media at no charge, provided you return the Software to Intuit Returns, P.O. Box 190004, Greenville, SC 29390-9004 within ninety days of the Software ship date. Replacement Software will be mailed to you.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
8.2All warranties or guarantees given or made by Intuit with respect to the Software (1) are solely for the benefit of you as the registered user of the Software and are not transferable, and (2) shall be null and void if you breach any term or condition of this Agreement.
All warranties or guarantees given or made by Intuit with respect to the Software (1) are solely for the benefit of you as the registered user of the Software and are not transferable, and (2) shall be null and void if you breach any term or condition of this Agreement. 9.LIMITATION OF LIABILITY
LIMITATION OF LIABILITYLICENSEE AGREES TO TAKE FULL RESPONSIBILITY FOR ANY AND ALL LIABILITY ARISING FROM THE PREPARATION OF TAX RETURNS PROCESSED USING THE SOFTWARE PROVIDED UNDER THIS AGREEMENT AND FOR LICENSEE’S FAILURE TO UPDATE THE SOFTWARE, AND LICENSEE AGREES TO INDEMNIFY INTUIT AND HOLD IT HARMLESS AGAINST ANY AND ALL LIABILITY TO THE UNITED STATES GOVERNMENT OR OTHER PARTIES ARISING OUT OF THE USE OF THE SOFTWARE, INCLUDING DAMAGES, RECOVERIES, DEFICIENCIES, INTEREST, PENALTIES AND REASONABLE ATTORNEY’S FEES.
10. PROFESSIONAL RESPONSIBILITY. Tax laws and regulations change frequently and their application can vary widely based upon the specific facts and circumstances involved. You understand and agree that all decisions regarding the tax treatment of items reflected on tax returns prepared by you using the Software are made solely by you and that use of the Software does not relieve you of responsibility, including those to any third party, for the preparation, content accuracy, and review of such returns. You acknowledge that you are not relying upon Intuit for advice regarding the appropriate tax treatment of items reflected on returns processed using the Software, and agree to review any computations made by the Software and satisfy yourself that those computations are correct.
10.1You accept full responsibility for: (1) selection of adequate and appropriate Software to satisfy your business needs and achieve your intended results; (2) use of the Software; (3) all results obtained from the Software, (4) verifying the accuracy of tax data converted by Intuit, and (5) selection, use of, and results obtained from any other programs, computer equipment or services used with the Software. You also accept full responsibility for any and all liability arising from the preparation of tax returns processed using the Software, and agree to indemnify Intuit and hold it harmless against any and all liability to the United States Government or other parties arising out of your use of the Software, including damages, recoveries, deficiencies, interest, penalties and reasonable attorneys' fees.
You accept full responsibility for: (1) selection of adequate and appropriate Software to satisfy your business needs and achieve your intended results; (2) use of the Software; (3) all results obtained from the Software, (4) verifying the accuracy of tax data converted by Intuit, and (5) selection, use of, and results obtained from any other programs, computer equipment or services used with the Software. You also accept full responsibility for any and all liability arising from the preparation of tax returns processed using the Software, and agree to indemnify Intuit and hold it harmless against any and all liability to the United States Government or other parties arising out of your use of the Software, including damages, recoveries, deficiencies, interest, penalties and reasonable attorneys' fees.10.2You accept full responsibility for obtaining any client and other third party consents or authorizations (including any applicable governmental licenses) in connection with your use of any services offered in connection with or accessible through the Software (including the transmission to, or processing, storage or retransmission by, Intuit of client tax return information), and hereby represent that you have or will obtain such consents or authorizations. You agree that Intuit is not and shall not be responsible for retaining records of your clients’ tax information, tax returns or other client data, and hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or related to, the loss of any such data. Intuit may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Software functionality, as well as statistical analysis of such data.
You accept full responsibility for obtaining any client and other third party consents or authorizations (including any applicable governmental licenses) in connection with your use of any services offered in connection with or accessible through the Software (including the transmission to, or processing, storage or retransmission by, Intuit of client tax return information), and hereby represent that you have or will obtain such consents or authorizations. You agree that Intuit is not and shall not be responsible for retaining records of your clients’ tax information, tax returns or other client data, and hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or related to, the loss of any such data. Intuit may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Software functionality, as well as statistical analysis of such data.10.3You are solely responsible and liable for the security of your Software and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited.
You are solely responsible and liable for the security of your Software and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited.11.PRIVACY AND USE OF PERSONAL AND TAX RETURN INFORMATION. At Intuit we place the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable and confident when using our products and services and with entrusting your personal information to us. Our full Privacy Statement can be found by visiting http://proseries.intuit.com/privacy/. To contact us with a question, visit https://privacy.intuit.com/cpi/do/comments. Or write to us at: Privacy Team, Intuit Inc., 2800 East Commerce Center Place, Tucson, AZ 85706.
PRIVACY AND USE OF PERSONAL AND TAX RETURN INFORMATION. At Intuit we place the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable and confident when using our products and services and with entrusting your personal information to us. Our full Privacy Statement can be found by visiting http://proseries.intuit.com/privacy/. To contact us with a question, visit https://privacy.intuit.com/cpi/do/comments. Or write to us at: Privacy Team, Intuit Inc., 2800 East Commerce Center Place, Tucson, AZ 85706.You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer.
12. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement, and Intuit is entitled to enforce its rights hereunder by an action for damages or by specific performance, injunctive or other equitable relief. Upon such termination, you must immediately cease using the Software and any Service and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect Intuit’s rights hereunder. Intuit shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Intuit’s intent that such change substantially affect the license rights granted to you in Section 2 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Intuit Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including www.proseries.com.
13. Additional Third Party Software Licensing Terms
The Software may contain third party software components which are governed by and subject to commercial terms and licenses as provided in below. Licensee must comply with any such commercial terms and licenses with regard to these separate third party software components. Intuit makes no warranty concerning these third party software components.
13.1Adobe® Flash® Player
Adobe® Flash® Player The Software may contain Adobe® Flash® Player. Copyright © 1996 - 2008. Adobe Systems Incorporated. All Rights Reserved. Patents pending in the United States and other countries. Adobe and Flash are either trademarks or registered trademarks in the United States and/or other countries.
13.2analytics.swc 1.0.0.319
analytics.swc 1.0.0.319This distribution may contain analytics.swc 1.0.0.319, Copyright © 2009 Google. Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 . Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
13.3Java Runtime Engine 1.6.10
Java Runtime Engine 1.6.10This product may contain Java Runtime Engine 1.6.10. Java Runtime Engine is licensed under the terms of theBinary Code Java Platform, Standard Edition Runtime Environment OEM License Agreement, which can be found here http://bugreport.sun.com/bugreport/oemlicense.jsp.
13.4SharpZipLib
SharpZipLib This product may contain SharpZipLib, the source code of which can be found here http://www.icsharpcode.net/OpenSource/SharpZipLib/. SharpZipLib is licensed under the terms of the GNU General Public License v2, which can be found here http://www.opensource.org/licenses/gpl-2.0.php , subject to the GNU ClassPath Exception, which can be found here http://www.gnu.org/software/classpath/license.html.
13.5Spring Framework 2.5
Spring Framework 2.5This distribution may contain Spring Framework 2.5, Copyright © 2009 SpringSource. Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
13.6CodeBase Sub-License Terms and Conditions
CodeBase Sub-License Terms and ConditionsThe following are terms and conditions for third party software components used to manage the Software client file database, as well as other database functions. The definitions contained in this Section shall apply only to this Section 13.6.
Whereas, Intuit Inc. (“Intuit”) has licensed software from Sequiter Software Inc. (“Sequiter”) under the terms of the CodeBase Software License Agreement.
Whereas, Intuit has certain distribution rights to the licensed software provided this legal agreement is imposed upon you, the end-user of Intuit’s Software (the ”CodeBase Sub-Licensee”).
Whereas, Intuit has agreed not to directly or indirectly distribute software which provides programmatic database capabilities and which also uses the Licensed CodeBase Software unless otherwise agreed to by Sequiter.
Whereas, this legal document is an agreement between Intuit and you, the CodeBase Sub-Licensee (hereinafter referred to as the “Sub-License Agreement”).
1. Definitions
Licensed Software: This is the Sequiter computer programs contained in the CodeBase software package or any computer programs containing parts of the computer programs in the package. These programs could be represented in any form: in print, as electronic source code, as compiled object modules, as a library file, a dynamic link library, or an executable program. It includes the CodeReporter and CodeControls software, which is bundled with CodeBase.
Machine Code: This is a form of software, which is directly understood by the computer hardware and is generated by a compiler from source code.
Executable Software: This is a machine code form of the Licensed Software, which is contained in an executable file. Under Microsoft Windows the name extension of executable software is “.EXE.”
Loadable Software: This is a machine code form of the Licensed Software, which is contained in a DLL, VBX or OCX file. Under Microsoft Windows the name extensions of DLL, VBX and OCX are “.DLL”, “.VBX” and “.OCX” respectively.
Distributable Loadable Software: This is all Loadable Software except for the Server Engine Software.
2. Sub-License
You may use the Distributable Loadable Software with, and only with, application(s) provided by Intuit. You agree not to use the Distributable Loadable Software for any other purpose. You agree not to use the Distributable Loadable Software for the purposes of software development and agree to take appropriate measures to ensure that no one uses the Distributable Loadable Software for the purposes of software development without an appropriate separate license.
3. Copyright
The Distributable Loadable Software and other accompanying materials, including but not limited to printed or electronic text and images, is owned by Sequiter or its suppliers and is protected by copyright laws and international treaty provisions. Consequently, you may not make copies of this copyrighted material except as expressly provided herein.
4. No Warranties
To the maximum extent permitted under applicable law, the Distributable Loadable Software is provided “as is” without any kind of warranty on behalf of Sequiter Software Inc. You accept full responsibility for determining whether the Distributable Loadable Software is suitable for any particular purpose and for protecting yourself against any possible consequential damages.
5. Severability
If any clause in this Sub-License Agreement is held to be contrary to law, that clause shall be severed and the rest of the Sub-License Agreement shall be enforceable to the fullest extent possible.
6. U.S. GOVERNMENT RESTRICTED RIGHTS.
The CodeBase software package and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
7. You will not modify, disassemble, decompile or reverse engineer any of the Distributable Loadable Software.
8. Entire Agreement
This Sub-License Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and there are no statements, representations, warranties, undertakings or agreements, written or oral, express or implied, direct or indirect, collateral or otherwise, between the parties hereto, except as herein set forth.
13.7ProSeries Document Management System
ProSeries Document Management SystemFax Functionality
The following are additional license terms for third party software components used in the Software to provide fax functionality: THE SOURCE CODE VERSION OF TURBOPOWER ASYNC PROFESSIONAL SOFTWARE VERSION 4.06 (Source Code) IS AVAILABLE UNDER THE TERMS OF THE MOZILLA PUBLIC LICENSE 1.1 (Mozilla License). In the event of a conflict between the ProSeries Software License Agreement with respect to such Source Code, the Mozilla License shall control. Any terms for the executable version of the TurboPower Async Professional Software version 4.06 set forth in the ProSeries Software License Agreement that are different from the terms of the Mozilla License are offered by Intuit Inc. and not by TurboPower Software or any contributor to TurboPower Async Professional Software version 4.06.
October 23, 2009
