Terms and Conditions
License Agreement for Intuit Billing Manager
Thank you for selecting Billing Manager software (the “Software”). This license agreement (the “Agreement”) is a legal agreement between you, a single legal entity identified in the registration information provided as part of the start-up interview (“you”, “your”, or “user”), and Intuit Inc. (“Intuit,” “we”, “our” or “us”). This Agreement governs your and your agent’s access to and use of the Software. You must accept the terms of this Agreement before accessing or otherwise using such Software or any of the services that may be provided by Intuit under this License Agreement (“Services”). To access and use the Software and Services, you must have access to the Internet.
By clicking “I have read and agree to the Terms of Service”, you indicate that you have read and understood and assent to be bound by the terms of this Agreement. If the person clicking on the “I have read and agree to the Terms of Service” button is an individual working for you, such person is agreeing to the terms and conditions of this Agreement on behalf of you and certifies that he/she is your agent and has all necessary authority to act on your behalf, including to bind you to the terms and conditions of this Agreement.
If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Software. If you are not willing to be bound by these terms and conditions, you should not click on the “I have read and agree to the Terms of Service” button, and may not access or otherwise use the Software or Services.
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LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, Intuit grants you a personal, limited, non-exclusive, non-transferable license, to electronically access and use the Software solely to manage your financial data.
In addition to the Billing Manager software, the term “Software” includes any other programs, tools, internet-based services, components and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you.
You are not licensed or permitted under this Agreement to do any of the following and shall 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, resell or distribute in any way the material from the Billing Manager site; (iii) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to Licensee 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 or Services, prevent access to or the use of the Software or Services by Intuit’s other licensees or customers, or impose an unreasonable or disproportionately large load on Intuit’s infrastructure; (vii) use the Software to send unsolicited and unwanted email; or (viii) otherwise use the Software except as expressly allowed under this Section 1.
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USER ID AND PASSWORD SECURITY. You are solely responsible for (i) maintaining the confidentiality and security of access number(s), password(s), security question(s) and answer(s), login information, and any other security or access information, used by you to access the Software (“Access Information”) and (ii) preventing unauthorized access to or use of the information, files or account data that you store or use in or with the Software.
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RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold. Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property rights. Intuit owns all right, title and interest in and to the Software and all intellectual property rights therein. This Agreement does not grant you any rights to trademarks or service marks of Intuit.
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INTUIT SERVICES. You may be made aware of or offered services, features, products, offers and 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.
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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 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.
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THIRD PARTY WEBSITES. The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of Intuit. 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 or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any information contained in any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for Licensee’s 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 that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for them.
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PRIVACY. For details about Intuit's privacy policies, please refer to the Billing Manager Privacy Statement, accessible via the Billing Manager home page. You agree to the terms and conditions of the www.billingmanager.com, as it may be amended from time to time, which is incorporated herein by reference.
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FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas about the Software, Services or other Intuit online products and services (“Feedback”). You agree that Intuit may, in its sole discretion, use the Feedback in any way, including in future modifications of the Software, Services, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information you provide to Intuit in the Feedback.
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DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SOFTWARE OR SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION 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 SUPPORT USERS WHOSE PRINCIPAL PLACE OF BUSINESS IS WITHIN THE UNITED STATES OF AMERICA AND ITS TERRITORIES, AND INTUIT DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, THAT THE SOFTWARE WILL OPERATE TO SUPPORT USERS WHOSE PLACE OF BUSINESS IS OUTSIDE THE UNITED STATES OF AMERICA. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE 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 LICENSEE’S 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. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE’S USE OF THIS SOFTWARE, SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE’S RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
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LIMITATION OF LIABILITY. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LICENSEE’S INABILITY TO ACCESS YOUR ACCOUNT DATA FOR WHATEVER REASON, LOSS OF PROFITS OR INVESTMENT, GOODWILL, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF INTUIT OR ITS SUPPLIERS 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. 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 ANY THIRD PARTY SERVICES, THIRD PARTY WEBSITES. IN NO EVENT DOES INTUIT ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND LICENSEE. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.
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CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).
(i) Consent to Electronic Communications. Intuit may be required by law to send Electronic Communications (as defined below) to Licensee that may pertain to the Software, the use of information Licensee may submit to Intuit, and any applicable Services. Licensee agrees that Intuit may send Electronic Communications to Licensee by email and/or may make Electronic Communications available to Licensee by posting them at one or more of our sponsored websites, such as www.quickbooks.com. Licensee consents to receive these Electronic Communications electronically.
The term “Electronic Communications” means any notice, record, agreement, or other type of information that is made available to Licensee or received from Licensee in connection with the Software and any applicable Services.
(ii) Consenting to Do Business Electronically. The decision whether to do business electronically is Licensee’s, and Licensee should consider whether Licensee has the required hardware and software capabilities described below. Licensee’s consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Services.
(iii) Hardware and Software Requirements. In order to access and retain an electronic record of Electronic Communications, Licensee will need: a computer, a? monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “I have read and agree to the Terms of Service” button, Licensee is confirming to us that Licensee has the means to access, and to print or download, Electronic Communications. We do not provide ISP services. Licensee must have its own Internet service provider.
(iv) Withdrawal of Consent. If Licensee later decides that it does not want to receive future Electronic Communications, it may write to us at Privacy Team Intuit Inc, 2800 East Commerce Center Place, Tucson, AZ 85706 clearly stating the desire to withdraw consent of Electronic Communications. If Licensee withdraws the consent to receive Electronic Communications, we may terminate Licensee’s use of the Software or any applicable Services.
(v) Changes to Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by logging on to https://privacy.intuit.com/cpi/do/comments and following the instructions to submit a comment to Intuit (please include both your old and new email addresses).
(vi) Printing. Licensee may print any Electronic Communications by using the web browser’s print function. -
MISCELLANEOUS. This Agreement (and any additional terms and conditions with which Intuit amends or supplements this Agreement), is a complete statement of the agreement between you and Intuit, and sets forth the entire liability of Intuit and its Suppliers and your exclusive remedy with respect to the Software and Services and their use. You agree that Intuit is not acting as your agent or fiduciary in connection with your use of the Software or any Services. The Suppliers, agents, employees, distributors, and dealers of Intuit are not authorized to make to make any additional representations, commitments, or warranties binding on Intuit. Any waiver of the terms herein by Intuit must be in a writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of this Agreement. Intuit shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. 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 will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in San Diego County, California or federal court for the Southern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to.” This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.
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AMENDMENT. Intuit shall have the right, to change or add to the terms of its Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to 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 posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Intuit sponsored web site, including but not limited to www.billingmanager.com. Any use of the Software by you after Intuit's publication of any such changes shall constitute your acceptance of this Agreement as modified.
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TERMINATION. Your rights under this Agreement may be terminated or suspended by Intuit immediately and without notice if you or any of its authorized users fails to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 11. Additionally, Intuit reserves the right (but has no obligation) to delete all Access Information and account data stored on Intuit’s servers if you do not use the Software for more than 180 days. Upon termination you must immediately cease using the Software and Services. Any termination of this Agreement shall not affect Intuit’s rights hereunder. Further, you agree that upon termination of the Agreement as provided in this Section 14, Intuit shall not be liable to you or any third party for any termination of your access to the Software or deletion of your Access Information and account data. You agree to defend, indemnify and hold Intuit harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your or any of your authorized users’ violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement.
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U.S. GOVERNMENT RESTRICTED RIGHTS. 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,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.