Additional Provisions for the Benefit of Third Party Provider Intuit Inc.

10.1 In General

Client acknowledges and agrees that some aspects of the API Package or the Service may include, or be based upon, elements provided by Intuit Inc. (“Intuit”), including without limitation Intuit services that permit end users to view financial transaction data from multiple financial institutions together in a single location or interface (“Aggregation”), or that permit transaction data to be classified by transactional category and identified according to consistent naming patterns (“Categorization”) (all Intuit technology and services hereunder collectively “Intuit Technology”). To the extent that any technology or services provided by Plaid contain or are based upon any Intuit Technology, Client agrees that all obligations, restrictions, and limitations contained in this Agreement shall apply for the benefit of Intuit to the fullest extent called for by this Agreement, including without limitation the following: (a) all restrictions and limitations contained in Sections 1.1 and 1.2, above (b) the confidentiality obligations contained in Section 4, and (c) the indemnity obligations set forth in Section 5 (provided that Intuit shall be deemed the indemnified part under such Section), and (d) the warranty, disclaimer, and limitation of liability terms of Sections 6 and 7. The assignment rights contained in Section 9 do not apply. All sublicensing, onward distribution, or transfer of Intuit Technology or data obtained or processed using the Intuit Technology is strictly forbidden, unless otherwise specifically permitted under this Agreement.

10.2 Compliance with Laws; Fair Credit Reporting Act

Client’s use of Intuit Technology shall comply at all times and in all respects with all applicable laws and regulations. Without limitation, Client shall comply with the federal Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq., and analogous state law, as well as all regulations and administrative requirements thereunder. Client acknowledges that use of the Intuit Technology or data obtained or processed using the Intuit Technology may be subject to FCRA or analogous state laws depending on the purpose for which particular data is used or distributed. Where applicable, you agree to satisfy all of the obligations applicable to a "consumer reporting agency" as defined on the FCRA, and you agree to inform all users of your application of their obligations as users of consumer reports under the FCRA, including without limitation the obligation to provide consumers with notices of adverse action to the extent required by Section 615 of the FCRA (15 U.S.C. §1681m). Client acknowledges and agrees that, in connection with its product and services, data will be transmitted or made available in a mechanical manner, and that Intuit will not alter the substance of the data, categorize or contribute to the data, or take any action that determines the content of the data conveyed. Intuit will be acting only as a conduit and not as a consumer reporting agency in connection with the data. Intuit may from time to time require additional information from Client regarding its compliance with FCRA. Intuit may monitor Client’s products and services and the use of such products and services, along with any Client Application that utilizes Intuit Technology, to determine whether Client is complying with applicable law and any contractual requirements hereunder. Client agrees to comply with any procedures or requirements imposed by Intuit or Plaid, including any procedures or requirements for the purpose of compliance with FCRA or other laws.

10.3 Minimum End User Terms and Requirements

To the extent that the Client Application contains or is based upon any Intuit Technology, Client will ensure that each End User is put on notice of, and agrees to, Plaid’s privacy policy as expressed in Section 1.4, part (A) or (B).

Options (A) and (B) of Section 1.4 will be deemed to incorporate sections 10.3.1, 10.3.2, and 10.3.3:

10.3.1 Licensee Access Information and Account Data

You are solely responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you, or anyone you authorize on your behalf, to access the Service and your provider accounts (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Service (collectively, "Account Data"). You will be responsible for all electronic communications, including account registration and other account holder information, email, and financial, accounting and other data ("Communications") entered using the Licensee Access Information. It is assumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. We reserve the right to deny you access to the Service (or any part thereof) if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform us of, and hereby grant to us and our third party vendors permission to use, Licensee Access Information to enable us to provide the Service to you, including updating and maintaining Account Data, addressing errors or service interruptions, and enhancing the types of data and services we may provide to you in the future.

10.3.2 Provider Services

General. In connection with your use of the Service and as part of the functionality of the Service, you may have access to certain online services or information that may be made available by your provider(s) ("Provider Services"), including online banking, online payment, online investment account download, online bill pay, online trading, and other account information available from your provider(s). The Service is designed to allow you to access Provider Services (if and to the extent provided by your provider(s)) to set up banking and other information, schedule the Service to access your account(s), download transactions into the Service and otherwise aggregate information from your account(s) with your provider(s).

Collection of Provider Account Information. You acknowledge that in accessing your data and information through the Service, your provider account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such provider(s) such as bank and other account balances, credit card charges, debits and deposits (collectively, "Provider Account Data"), may be collected and stored in the Service. You authorize us and our third party vendors, in conjunction with the operation and hosting of the Service, to use certain Provider Account Data to (i) collect your Provider Account Data, (ii) reformat and manipulate such Provider Account Data, (iii) create and provide hypertext links to your provider(s), (iv) access the providers' websites using your Provider Account Data, (v) update and maintain your account information, (vi) address errors or service interruptions, (vii) enhance the type of data and services we can provide to you in the future, and (viii) take such other actions as are reasonably necessary to perform the actions described in (i) through (vii) above. You hereby represent that you are the legal owner of your Provider Account Data and that you have the authority to appoint, and hereby expressly do appoint, us or our third party vendors as your agent with limited power of attorney to access and retrieve your Provider Account Data on your behalf. You further acknowledge that we do not, nor does our third party vendor review your Provider Account Data and agree that we are not responsible for its completeness or accuracy. Any transactions or informational activities performed at any provider's website are not made through the Service and we assume no responsibility for such transactions or activities. You are solely responsible for any charges associated with your provider(s).

Information from Providers' Websites. You acknowledge and agree that (i) some providers may not allow the Service to access the Provider Services, (ii) providers may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of information from such websites, and (iii) the Service may "refresh" the Provider Account Data by collecting the Provider Account Data nightly, so your most recent transactions may not be reflected in any account balances or other account information presented to you in the Service. If you see a discrepancy in the Provider Account Data, and in any case before making any transactions or decisions based on such account information presented in the Service, you should check the last refresh date for the account and confirm Provider Account Data is correct by following the link back to the applicable provider or otherwise confirm that Provider Account Data is up to date and accurate.

10.3.3 Services Use, Storage and Access

We shall have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the Service in a given period of time. We reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations

10.3.4 Credit Information

To the extent that your Account Data, records of your transactions, or other data are being used for the purpose of providing a Consumer Report as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq., you consent for Intuit Inc. (“Intuit”) to obtain and provide such data on your behalf, to be used for a service that you want. In such a case, Intuit is merely transmitting such data in a mechanical manner without altering the substance of the data or categorizing, contributing to, or taking any action that determines the content of the data conveyed. Intuit is not the provider of the Consumer Report, but is acting only as a conduit and not as a consumer reporting agency in connection with the data. You agree that Intuit is a third party beneficiary with rights of enforcement under this agreement.

Without limiting the foregoing, to the extent that the Client Application contains or is based upon any Intuit Technology, Client agrees that its End User terms shall comply with the following requirements with respect to End Users and their data: (a) clearly, conspicuously, and completely inform all End Users of all uses of their data by any party, and obtain their prior consent for all such uses, (b) not use the data for any other purpose other than as expressly authorized by End Users, (c) not access, use or distribute data for any unauthorized purpose or term, including for a longer period of time than reasonably required for the End User to use the Client Application. Client further agrees that it (i) will not use End User data in furtherance of criminal, fraudulent, or other unlawful activity, or any activity that is restricted under Intuit’s acceptable use policy; (ii) will not market, sell, transfer or disclose any such End User data to any third parties, except as expressly permitted by the end user or except as otherwise provided by law; (iii) will establish and maintain diligent security measures to prevent unauthorized use or disclosure of End User data and ensure secure data handling in compliance with all applicable laws, regulations, ordinances, and industry standards; and (iv) will comply with all applicable data protection laws or regulations regarding the collection, transfer and use of personal data.

If an End User expressly revokes his or her consent by terminating or deleting the Client Application, or fails to pull data using the Client Application after a reasonable period of time, or fails to subscribe to the Client Application upon the end of any trial period, then Client must immediately cease all use of or access to the data, including, turning off access to data from Intuit. In the case of services or Client Applications which are subject to FCRA, Client shall be responsible for obtaining explicit End User consent for Intuit to obtain and provide such End User’s data on the End User’s behalf, to use for a service that the End User wants. In such a case, Client shall ensure that Intuit is named as a third party beneficiary in the agreement with the End User.

10.4 Additional terms

Client agrees to comply in all respects with the applicable provisions of the following documents, all of which are incorporated by reference as though set forth in full herein, and all of which may be modified by Intuit from time to time in its discretion (collectively “Additional Terms”). In the event of a direct conflict between this Agreement and the Additional Terms, this Agreement shall control with respect to the conflicting provisions: (a) the Intuit Terms of Service for Intuit Developer Services (Exhibit A), (b) supplemental terms for Intuit Customer Data API (Exhibit B), and (c) the Intuit Data Stewardship Principles (Exhibit C). Client agrees to be aware of the Exhibits.. Notwithstanding anything to the contrary in this Section, Client agrees that no licenses are granted to Client to Intuit Technology or to data obtained or processed using Intuit Technology except as set forth in this Agreement. Use of Intuit trademarks and logos, and marketing based on the Intuit name or products, is prohibited. Intuit reserves the right to limit data sources, including the financial institutions whose data is accessible via the Intuit Technology, at any time.

10.5 Intuit as Third Party Beneficiary

Client agrees Intuit is and shall be a third party beneficiary under this Agreement, including without limitation the provisions of this Agreement contained in this Section (including subsections). Intuit shall have full rights of enforcement hereunder, and Client irrevocably consents that jurisdiction and venue of any case brought by Intuit to enforce such rights shall lie in the state and federal courts located in Santa Clara County, California, USA. California law shall govern the resolution of any such dispute without regard to the choice-of-law rules of any jurisdiction.

Exhibit A

Intuit Terms of Service for Intuit Developer Services

Last revised June 9, 2015. Summary of changes:

INTUIT TERMS OF SERVICE FOR INTUIT DEVELOPER SERVICES

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

This document consists of the following sections:

A. GENERAL TERMS B. ADDITIONAL TERMS AND CONDITIONS FOR THE INTUIT DEVELOPER SERVICE C. EXHIBITS: ADDITIONAL TERMS AND CONDITIONS FOR OPTIONAL INTUIT DEVELOPER SERVICE

Appendix 1: Developer Applications Advertising Restrictions

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:

  • Intuit's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
  • Additional Terms and Conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 Usage is nontransferable

The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 Third party use not permitteds

You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.
  • Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
  • Make the Services available on any file-sharing or application hosting service.

3. PAYMENT

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

  • Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
  • You must pay with one of the following: A valid credit card acceptable to Intuit; A valid debit card acceptable to Intuit; Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or By another payment option Intuit provides to you in writing.
  • If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
  • If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
  • Intuit will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
  • Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. USE WITH YOUR MOBILE DEVICE

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

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

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

5. YOUR PERSONAL INFORMATION

You can view Intuit’s Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Services. You give Intuit permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Intuit services. For example, this means that Intuit may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

6. CONTENT

6.1 You are responsible for your content

You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you submit through the Services.

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

  • Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
  • Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
  • Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  • Virus, trojan horse, worm or other disruptive or harmful software or data; and any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums

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

6.3 Intuit may freely use feedback you provide

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

6.4 Intuit may monitor your content

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

7. ADDITIONAL TERMS

7.1 Intuit does not give professional advice

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

7.2 We may tell you about other Intuit services

You may be offered other services, products, or promotions by Intuit ("Intuit Services"). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you and to enhance the Services. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 Communications

Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on our websites

7.4 You will manage your passwords and accept updates

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

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK

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

8.2 INTUIT AND ITS SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES

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

9. LIMITATION OF LIABILITY AND INDEMNITY

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

You agree to indemnify and hold Intuit and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services, your use of third party service in connection with the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES

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

11. TERMINATION

Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services for any reason. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 16 will survive and remain in effect even if the Agreement is terminated.

12. COMPLIANCE WITH LAWS

You agree that you will comply with applicable laws and regulations.

13. EXPORT RESTRICTIONS

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

14. GOVERNING LAW

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

15. DISPUTES

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

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section shall survive expiration, termination or rescission of this Agreement.

16. GENERAL

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

June 2015

B. ADDITIONAL TERMS AND CONDITIONS FOR INTUIT DEVELOPER SERVICES

Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

1. TERRITORY

You understand that your use of the Services and any distribution of an application, platform or service developed, owned, distributed or made accessible by you as a developer (“Developer Application(s)”) shall be limited solely to authorized countries identified in the applicable Exhibit for the particular Service you want (the “Territory”).

2. SUPPLEMENTAL TERMS FOR INTUIT DEVELOPER, APIs & SDK

By installing, accessing, or using the Intuit Developer Services or SDK, you agreed to these terms. If you do not agree to these terms, then you may not use the Intuit Developer Services or SDK. As set forth below, Intuit provides the following to developers under the Services:

  • The Intuit Developer Software Development Kits and any associated documentation, developer tools, software code, modules, libraries, APIs, sample data, test accounts, toolkits, or other materials or services made available by Intuit with or in connection with the Intuit Developer Software Development Kit (collectively the "SDK").
  • The Intuit Developer Services, including the Apps.com marketplace, related marketing and promotional services (if any), features, functionality, and content (excluding End User Data) accessible on or through Intuit Developer (collectively “ID”).

2.1 Use of the SDK and related elements of the Services

  • Development License. Subject to the terms of this Agreement, Intuit grants you a limited, royalty-free, non- assignable, non-transferrable, revocable, personal and non-exclusive license to use and reproduce elements of the SDK solely to develop or test your applications that will access or interface with ID (“Developer Application”).
  • Sandbox Environment. Intuit may provide tools, materials such as QuickBooks Online accounts and sample data as part of a sandbox environment to allow developers to use such tools and materials solely for your internal testing of your Developer Application. You shall not use such tools, materials and sample data for other purposes, including commercial use to operate or interface with your Developer Application. All tools and materials are provided “AS IS” and may be removed or modified at any time. You agree that all use of such tools and materials will be in accordance with Intuit’s usage policies which may change from time to time. Intuit may post on the developer’s site and/or send an email to you with notices of any changes. You may use anonymous, non-live data only. You agree that you will not use any robot, spider, or other automatic device to create QuickBooks or developer accounts for any use and you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. This is a material provision of this Agreement. Intuit may charge you the then current fee for the tools and materials if Intuit reasonably believes that you have used such materials in breach of these terms. You agree to pay the fee no later than thirty (30) from date of invoice. Intuit reserves all rights and remedies.
  • Third Party Content. Tools and materials may also include third party tools that Intuit makes available on this Site or via a link provided on this Site. Intuit is not affiliated with such third parties and assumes no liability for them or their tools. Nor does Intuit recommend these tools to you. You should evaluate such tools and their associated terms and conditions to make your own assessments. All third party content is the responsibility of the licensor or owner.
  • Harmony License. You may use the Harmony SDK to create user interface elements within your Developer Application. Your License to use our Harmony SDK is subject to your compliance with our design guidelines and requirements, which may be made available to you on an Intuit website. Notwithstanding any terms, you shall not use the Harmony Toolkit for any applications, services or products that (i) do not interoperate with QuickBooks Online; and (ii) do not provide substantial functionality and feature beyond core accounting capabilities offered in QuickBooks Online. Further, you must (a) include the following phrase “Works/Interoperates with QuickBooks” when marketing your Developer Application; and (ii) market the Developer Application via Intuit’s app store at www.apps.intuit.com. Intuit reserves the right to terminate this license, in its sole discretion, at any time without notice.
  • Compliance with ID Requirements and Guidelines. All developers must comply with the ID Development Requirements and Guidelines, which may be updated by Intuit from time to time.
    • General QuickBooks Accounting and Payments API development requirements and guidelines are found here.
    • Additional Payments API security guidelines to protect financial data are found here.
    • Customer Account Data security assessment guidelines for your app are found here.
  • Distribution/ Access. Subject to the terms of this Agreement, you may distribute or provide access to the Developer Application to your end user customers, provided that: (i) you do not distribute the Developer Application in source code form; (ii) you provide an end user agreement that contains the provisions set forth in Section 13 or Exhibit A, as applicable in all material respects and a privacy policy that is consistent with the terms of this Agreement; (iii) you shall be solely responsible for any liability which may arise from the (a) development, use, marketing or distribution of or access to the Developer Application, including support of the Developer Application; (b) your access, use, distribution or storage of End User Data; (iv) you shall comply with all applicable local, state, national or international laws or regulations, and policies of regulatory bodies or agencies in the territories that you operate in or market or distribute the Developer Application into, including territories where you collect or gather End User Data from; (v) you do not develop or distribute Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity; (vi) you comply with Intuit’s requirements, guidelines and policies; (vii) you will not make any statements that your Developer Application “certified,” or have been reviewed by Intuit, or that their performance is guaranteed, by Intuit, and (viii) you will not use Intuit’s name, logo or trademarks to market your Developer Application without prior written permission of Intuit. You may not create a Developer Application that is designed to, or have the effect of, circumventing our rules and policies as described in any policy, guideline or legal agreement.
  • Restrictions. You agree that you will not (and will not permit any third party to) directly or indirectly: (a) distribute, sell, lease, rent, lend, or sublicense any part of the SDK to any third party except as permitted herein; (b)modify, create derivative works of, reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the human readable form of the SDK; (c) conduct benchmark testing using all or any portion of the SDK; (d) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the SDK; and (e) engage in any activity with the SDK that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, data, or other properties or services of Intuit or any affiliated third party; and (f) circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect.

2.2 Access to Intuit Developer Services

  • Access. Subject to the terms of this Agreement, you may(a) access ID solely for purposes of developing and testing your Developer Application; and (b) permit your end user customers to access their end user data from the Intuit Developer solely via the Developer Application, provided that, the end user has expressly authorized Intuit to (i) obtain his data from third parties; and (ii)share his end user data with you. As Intuit may have different types of user data from Intuit and third parties, the authorization from end user must be specific as to the type of data that your Developer Application is requesting. You must not use or access any data that end user has not specifically authorized you to use for the Developer Application. You must require separate end user consent for each type of data requested, ie. QuickBooks Online data and QuickBooks Payment data. Intuit reserves the right to suspend or terminate your access to ID at any time for any reason without liability to you.
  • Restrictions. You agree that you will not (and will not permit any third party to) directly or indirectly use ID (or any Developer Application that accesses ID ) to upload or otherwise transmit any information, data (including End User Data), text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that violates the terms provided in Section A6 of the General Terms above. Additionally, you agree that you will not (and will not permit any third party to) directly or indirectly, (a) interfere with or disrupt the performance or integrity of IDor End User Data; or (b) attempt to gain unauthorized access to ID, its related servers, network, systems, services, data or any other properties or services of Intuit or any affiliated third party.
  • End User Data. To the extent your Developer Application receives, obtains, collects, stores or has access to any end user data, including but not limited to personal, business, financial, user names, passwords, email addresses, geo-location data, credit card numbers, social security numbers, account records and anything related or derived from the foregoing (“End User Data”), you agree that you will:
    • clearly, conspicuously and completely inform all end users of any and all potential uses of their End User Data by you, your authorized third parties and Intuit and obtain their prior consent for all such uses;
    • not use the End User Data for any other purpose other than for your Developer Application as expressly authorized by your end users;
    • not access, use or distribute the End User Data for any unauthorized purpose or term, including for a longer period of time than reasonably required for the end user to use this End User Data, if an end user takes any action to indicate that he no longer wants his End User Data to be used or accessed for any reason, including ceasing to provide his consent or revoking his consent, terminating or deleting the Developer Application, failing to use or log onto the Developer Application after a reasonable period of time, or failing to subscribe to the Developer Application after the end of a trial period, you must immediately cease all use of or access to the End User Data, including, turning off your access to End User Data from Intuit;
    • not modify, manipulate or change the context of the End User Data;
    • not use the End User Data in furtherance of criminal, fraudulent, other unlawful activity or any activity that is restricted under our acceptable use policy;
    • not market, sell, transfer or disclose any such End User Data to any third parties, except as expressly permitted by the end user or except as otherwise provided by law;
    • establish and maintain diligent security measures to prevent unauthorized use or disclosure of End User Data and ensure secure data handling in compliance with all applicable laws, regulations, ordinances, and industry standards, including secure access mechanisms such as SSL based HTTPS connections;
    • with respect to any user credentials stored locally within the Developer Application (where permitted by Intuit in its sole discretion), ensure that
      • the account ID is unique for that end user on the Developer Application;
      • the password has a minimum of 8 characters in length;
      • 128-bit SSL is used when transferring any password or Account ID over the internet; and
      • the password is not stored in plain text and is one-way hashed via SHA-256 (or better) and stored only as hashed values; and
    • comply with all applicable data protection laws or regulations regarding the collection, transfer and use of personal data, including but not limited to EU restrictions against transporting or accessing data outside of the EU to countries with “inadequate” protections.

Before you host, store, access, process EU personal data outside of the EU, you will, as applicable, obtain U.S. Department of Commerce Safe Harbor certification, sign a model clause contract that allows for the data transfer, and/or developed and obtained acceptance for Binding Corporate Rules that achieve the same purpose. You understand and acknowledge that in connection with the Developer Application, if Intuit receives or processes any personal data on your behalf, Intuit may share personal data with its affiliates anywhere in the world. You shall notify its end users, and obtain their consent where required by applicable laws. Prior to accessing any End User Data, you shall create and make available to end users your privacy policy related to the sharing of customer information and data between you and any third party. The terms of such policy will offer no less protection of customer information and data than Intuit’s own Privacy Policy [click here to view] and must be consistent with the Intuit Data Stewardship Principles, attached as Exhibit B of the Agreement, and applicable laws and regulations. End users must be permitted to express contact preferences, via notice and opt-out, at the point of collection and in each subsequent marketing piece.

2.3 Updates and Support

Intuit reserves the right to modify or update the SDK or ID or discontinue offering the SDK and ID at any time in its sole discretion. If you are dissatisfied with any aspect of the SDK or ID at any time, your sole and exclusive remedy is to cease using the SDK and ID and terminate this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Intuit may also, in its sole discretion, terminate or suspend access to ID to you or any end user at any time, with or without notice.

2.4 Ownership

You acknowledge and agree that Intuit owns all right, title, and interest to the SDK, APIs, and Services, including any assets, marks, logos, designs and design specifications provided by or owned by Intuit, and confidential information including all intellectual property rights therein. At no point shall you assert or contest Intuit’s exclusive ownership of the foregoing. Except for the express licenses granted herein, no other licenses are granted by Intuit hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved by Intuit.

2.5 Open Source

You understand that certain software packages, libraries, or components of the SDK may be licensed under an open source software license (“Open Source Components”). You understand and acknowledge that your use, reproduction and distribution of any such Open Source Components are governed solely by the terms of the applicable open source software license and not this Agreement. If there are any conflicts between the open source software license and this Agreement, this Agreement’s terms control.

3. APPLICATION SUBMISSION AND REVIEW

Intuit may require that all new Developer Applications, and updated Developer Applications as defined by Intuit in its sole discretion, be submitted to Intuit for review and approval prior to being made available for distribution. By submitting your Developer Application to Intuit, you grant Intuit and/or its third party affiliate the right to use the Developer Application for purposes of testing and evaluating such Developer Application’s compatibility and suitability for IDand compliance with the terms of this Agreement. You agree to cooperate with Intuit in the submission process and to answer questions and provide information and materials reasonably requested by Intuit regarding your Developer Application, the operation of your business, or the performance of any of your obligations under this Agreement. You understand and acknowledge that Intuit may, in its sole discretion, reject your Developer Application for any reason, even if such Developer Application complies with all of the then current requirements provided herein. You understand and agree that Intuit shall have no liability for any costs, expenses, and/or damages, including any development or marketing expense and potential lost profits or business opportunities that arise out of or result from Intuit’s review and approval or rejection of such Developer Application or Intuit’s termination of ID or this Agreement. If you make any changes to the Developer Application, including any patches, upgrades, enhancements, bug fixes, or any modification to the functionality, features, or user interface of your Developer Application, Intuit may require you to re-submit the Developer Application for approval. The fact that Intuit has reviewed, tested, or approved of your Developer Application does not relieve you of any of your obligations under this Agreement.

4. INTUIT APP CENTER

Provided your Developer Application is approved for distribution by Intuit pursuant to Section B3 above, you may be selected by Intuit to market or distribute your Developer Application via the Intuit App Center or Intuit website or channel (“App Center”), subject to your compliance with this Agreement and the Intuit App Center Terms and Conditions [http://appcenter.intuit.com/terms]. By submitting the Developer Application for distribution or marketing via the App Center, you agree to the App Center Terms and Conditions. We may, at our discretion, require you to market your Developer Application via the App Center, as a condition of using our Services.

5. CONFIDENTIALITY AND USE OF PROTECTED INFORMATION

5.1 Confidentiality

You agree that the SDK and the Services, and the terms and conditions of this Agreement are the confidential and proprietary information of Intuit (“Confidential Information”).

5.2 Protected Information

The confidentiality provisions of the Agreement shall also govern Intuit’s use of information related to you, your Developer Application or your End User Data (collectively, the “Protected Information”). Notwithstanding the foregoing, you agree that Intuit is permitted to use the Protected Information in accordance with the Permitted Uses set forth below:

a. Intuit’s Use of Protected Information. You agree that Intuit and a third party subcontractor acting on Intuit’s behalf may: (i) during the term of this Agreement, use any and all Protected Information internally to provide and improve the SDK, the Services or any other Intuit product/service, provided that neither Intuit nor its third party subcontractor use Protected Information to directly solicit your end users; (ii) use the Protected Information, with prior notice to you unless prohibited from such notification by subpoena or other lawful order of a court of law enforcement agency, to provide email communication to your end users; (iii) offer the SDK or Services or another version of the SDK or Services after any termination or expiration of this Agreement, subject to any opt-out elections by you or your end users, and all applicable laws and regulations; and (iv) at all times, to the extent permitted by law, use and disclose Protected Information in a manner that: (1) does not reveal any “nonpublic personal information” (nonpublic personal information is defined under subtitle A of Title V of the Gramm-Leach-Bliley Act, 15 USC 6801 et seq and its implementing regulations), of your individual end users; and (2) does not reveal that the Protected Information is derived from Intuit’s relationship with you hereunder. Intuit will not use or allow the Protected Information to be used in any manner not permitted under this Section 5.2

Intuit may use anonymous and aggregated Protected Information to publish research data from time to time, and may use, display, distribute or license such anonymous aggregate research data for purposes of helping Intuit improve its products and services, to enable a better and more accurate user experience, and to assist in troubleshooting and technical support.

Intuit may use identify your Developer Application in any of our marketing material, including on our website.

b. Your Use of Protected Information. You may use anonymous and aggregated Protected Information collected or stored through the Services to conduct certain analytical research, performance tracking, benchmarking, and decision making. You may also publish research data comprised of anonymous aggregate data from time to time, and may use, display, distribute or license such aggregated research de-identified, anonymized, data to third parties for purposes of helping to improve your products and services and assist in troubleshooting and technical support.

You may not use the information from the Services specific to any of your individual end users without first: 1) disclosing to your customer the intention to use the collected information in this manner; 2) obtaining affirmative consent from your customer to such use of the collected information. The disclosure and the consent for this type of data use must be separate from your terms of service.

c. De-Anonymization of Data. Both you and Intuit agree that use of anonymous, aggregated Protected Information shall not be used in any way as to permit, allow, or encourage the de-anonymization or re-identification of the Protected Information for any purpose.

5.3 Notification of Security Breach

You shall notify Intuit of any security breach of End User Data within your system, network or application as soon as reasonably practicable to apprise Intuit of such event.

6. PCI COMPLIANCE

If your Developer Application(s) exchange credit card or debit card data with Intuit products or services, you must only distribute Developer Applications that (i) comply with local laws, credit card association and processor regulations including, but not limited to, all requirements set forth in the Payment Card Industry (“PCI”) Data Security Standard and the Payment Application Data Security Standards, as applicable (which can be found at https://www.pcisecuritystandards.org/) for protecting cardholder data, (ii) ensure secure data handling in compliance with all regulations, including industry standard secure access mechanisms such as SSL based HTTPS connections. Intuit reserves the right to deny access to any of its credit card processing services to any Developer Application without notice for any reason. In the event that access is denied to Intuit’s credit card services you will continue to treat cardholder data as confidential and continue to protect cardholder data in compliance with local laws, credit card association and processor regulations including, but not limited to, all requirements set forth in the Payment Card Industry Data Security Standard for protecting cardholder data. Upon request, you will provide documentation evidencing your compliance with all applicable PCI requirements. If we reasonably believe that a security breach or compromise of data has occurred, we may require you, at your expense, to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us or our security providers.

7. TRADEMARKS AND NAMING

7.1 “ID Logo”

“ID Logo” means the Intuit Developer logo(s), or such additional or replacement logo(s) as Intuit may use from time to time at its sole discretion.

7.2 “Intuit Marks”

“Intuit Marks” means the Intuit company name, Intuit trademarks, logos, product and services names, including but not limited to Intuit, the Intuit corporate logo, QuickBooks, QuickBase, QB, QBO, Mint, TurboTax, Quicken, their respective logos, and all other Intuit trademarks, logos, product and service names.

7.3 “QuickBooks Logo(s)”

“QuickBooks Logo(s)” means the QuickBooks logo(s), icon, or such additional or replacement logo(s) as Intuit may provide as part of the marketing assets for compliant Developer Applications from time to time at Intuit’s sole discretion.

7.4 Terms of Use

Subject to your compliance with the terms of this Agreement and your continued good standing status within the Intuit Developer ecosystem, Intuit hereby grants to you a limited, non-exclusive, non-transferable, revocable license in the Territory to use the QuickBooks Logo(s) solely in your own marketing and promotional materials, and solely for the purpose of visually depicting the ability of your Developer Application(s) to interoperate and synchronize data with QuickBooks Online or QuickBooks Payments only, as applicable. Such materials must be directly related to the sale and support of the compliant Developer Application(s) and no other applications or services, whether provided by you or by third parties. Your use of the QuickBooks Logo must also comply with all applicable Intuit branding and trademark usage guidelines which may be updated by Intuit from time to time. Intuit reserves the right to object to uses of the QuickBooks logo it deems to be misleading, confusing, unfair or otherwise damaging to the QuickBooks brand and mark and Intuit’s ownership therein or otherwise fails to meet our trademark restrictions.

7.5 Further Usage Restrictions

You will not use the Intuit Marks, elements of the Intuit Marks or phonetic equivalents of the Intuit Marks: (a) as part of any name or brand for the Developer Applications themselves; (b) as part of any name or brand(s), company names, service names or trade name(s) that appear in connection with the Developer Applications (including but not limited to your own company name, trade name or DBA name); (c) on direct business source identifiers, such as stationery, business cards, company signs, domain names, company websites, or non-tested products; (d) in any other manner not licensed or approved by Intuit, including but not limited to use on promotional merchandise (e.g., t-shirts), tradeshow booths, technical support or consulting services, or other goods or services; or (e) in connection with Developer Applications that are or could be deemed by Intuit, in its sole judgment, to violate Intuit's Partner Platform Development Guidelines.

7.6 Proper Attribution and Disclaimer

All materials, including packaging, marketing materials and web pages relating to the Developer Applications that display the QuickBooks Logo(s) shall include the required legend as follows: "QuickBooks and Intuit are registered trademarks and service marks of Intuit Inc., displayed under license."

7.7 Acknowledgment

Intuit retains all right, title and interest in and to the QuickBooks Logo(s), and all use of the QuickBooks Logo(s) by you shall inure to the sole benefit of Intuit. You agree you shall not in connection with the Developer Applications: (a) use or register in any country,state or other jurisdiction any trademarks, service marks, trade names, keywords, screen names or Internet domain names containing elements of, or similar to the QuickBooks Logo(s) or the Intuit Marks;(b) challenge Intuit's ownership or use of any Intuit Marks; or (c) combine any of your own names or marks with any Intuit Marks. If Intuit notifies you of any such confusion or risk of confusion, you shall take appropriate steps to immediately remedy or avoid such confusion or risk thereof, including immediate assignment of any such registrations or rights to Intuit at your expense.

7.8 Compliance with QuickBooks Developer Applications Naming and Advertising Restrictions

You agree to comply with the Application Naming and Advertising Restrictions, attached as Appendix 1, as amended by Intuit from time to time in its sole discretion. Such restrictions include, but are not limited to: no use or registration, in any country, of any Developer Application name, product/service name, trademark, service mark, trade name, company name, internet domain name, keyword, or other signifier containing or similar to “QuickBooks," "QB," “QBO,” ”Intuit,” "Intu," "tuit," (including “Intuitive”, “Intuition”, etc.), "Quick," “Quicken”, “QuickBase,” "Turbo”, “Mint” or alternative spellings or phonetic equivalents.

While you may make truthful, factual references to Intuit’s products and services in plain-text prose descriptions of features and benefits (including references to a Developer Application’s interoperability with QuickBooks, for example), Intuit marks can only be used in truthful and accurate referential descriptions of interoperability, and not in your Developer Application names, branding, packaging and titles.

8. THIRD PARTY SERVICES

In connection with the promotion or your use of the Services or our SDK, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by Intuit, such as internet based offerings (“Third Party Services”). Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit or its suppliers of any information contained in any third party website. In no event will Intuit or its suppliers be responsible for the information contained in such third party web site or for your use of or inability to use such web site. Access to any other web site is at your own risk, and you should be aware that linked web sites may contain terms and privacy policies that are different from those of Intuit and its suppliers. Neither Intuit nor its suppliers are responsible for such provisions, and expressly disclaim any liability for them. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such 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. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not Intuit, is solely responsible for the performance of the Third Party Services.

9. INDEMNIFICATION OBLIGATIONS

9.1 By Developer.

You agree to indemnify, defend and hold Intuit, its officers, directors, employees, its affiliates, subsidiaries, licensors, suppliers and service providers (collectively, “Representatives”) harmless from any and all claims, liabilities, damages, losses, costs and expenses, including but not limited to reasonable attorneys' fees and costs, arising out of any claims alleging or relating to:

(i) your applications, trademarks, logos or marks infringe any third party intellectual property rights,

(ii) your development, marketing, support or distribution of your Developer Application;

(iii) your use of the Services, including any data provided via the Services;

(iv) your Content;

(v) a security breach of your Developer Application, your system, or the unauthorized use, access or disclosure of confidential or personal information;

(vi) your breach of your agreement with third parties; or

(vi) your breach of this Agreement (collectively referred to as "Claims"), provided that Intuit promptly notifies You of the Claim from any third party.

Upon Intuit’s request pursuant to a regulatory, governmental or end user inquiry, you agree to fully cooperate with Intuit, including providing Intuit with access and information relating to your business and Developer Application, to assist with any investigation or inquiry related to your use of the Service or the development, marketing or distribution of the Developer Application.

If you permit your affiliates, subsidiaries, employees, and/or any third party to access or use the Service or your Content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access to or use of the Service and (ii) ensuring that their access or use of the Service is in compliance with the Agreement, and any and all applicable local laws, rules and regulations. You agree to fully indemnify, defend and hold Intuit and its Representatives harmless for any and all claims, liabilities, damages, losses, costs and expenses, including but not limited to reasonable attorneys' fees and costs incurred by Intuit or the Representatives arising from acts of your affiliates, subsidiaries, employees or any third-parties.

9.2 By Intuit

Intuit will indemnify, hold harmless, and defend you from and against any action brought against you by a third party to the extent that it is based upon a claim that the SDK, the Intuit Developer website (excluding any content or material you provide to Intuit) or the Services, as provided by Intuit to you under this Agreement and used within the scope of this Agreement, infringes any U.S. patent, copyright, trademark or trade secret, or any intellectual property rights recognized under U.S. law, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded either by final judgment or settlement against you, provided that you: (i) promptly notify Intuit in writing of the claim; (ii) grant Intuit sole control of the defense and settlement of the claim; and (iii) provide Intuit, at Intuit’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. Intuit will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) modifications to the SDK or the Service made by a party other than Intuit or its agents, if a claim would not have occurred but for such modifications; (b) the combination, operation or use of the SDK or the Service with equipment, devices, software, service or data not supplied by Intuit, if a claim would not have occurred but for such combination, operation or use; or (c) your failure to use an updated or modified version of the Service if provided by Intuit to avoid a claim. The provisions of this section set forth Intuit’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind in connection with the Service.

10. STORING USER DATA

Your storage of user credentials (e.g., username, password, account numbers, etc.), must comply with Intuit’s Password Policy [click here to view]. Only Developers who receive prior written approval from Intuit may store any user credentials that may be used to access end-user data from another source (e.g., the end-user’s financial institution).

11. COMPETITIVE APPLICATIONS

Subject to your and Intuit’s respective rights and obligations under this Agreement, Intuit acknowledges that you may develop and make available products and services that are similar to or otherwise compete with Intuit products and services, and you acknowledge that Intuit may develop and make available products and services that are similar to or otherwise may compete with your products and services.

12. ANTI-BRIBERY/ ANTI-CORRUPTION

You agree to fully comply with the provisions of the United States Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development (“OECD”) and UK Bribery Act 2010 and any other law applicable to the specific territory where the Developer Application is distributed, prohibiting foreign bribery and improper payments. Without limiting the generality of the foregoing, you represent and warrant that you have not and shall not at any time during the Term of the Agreement pay, give, or offer or promise to pay or give, any money or any other thing of value, directly or indirectly, to or for the benefit of: (i) any government official, political party, or candidate for political office; or (ii) any other person, firm, corporation or other entity, with knowledge that some or all of that money or other thing of value will be paid, given, offered or promised to a government official, political party or candidate for political office, for the purpose of obtaining or retaining any business, or to obtain any other unfair advantage, in connection with Intuit’s business. Further, you agree to maintain complete and accurate books and records of any transactions related to this Agreement. Intuit has the right to audit your books and records for compliance with this section in the event Intuit has reason to suspect or is placed on notice that You are in violation of this section or as required by law.

13. DEVELOPER APPLICATION MINIMUM END USER TERMS

The following terms apply to all Developer Applications. Addition terms and conditions apply if you are using Customer Account Data API & Services. Please see Exhibit C, Schedule A.

You (“Developer”) must include minimum terms with any distribution of a Developer Application that you make available to any end user, customer, partner, or other third party (“Licensee”), which are no less protective of Intuit and its affiliates and suppliers than those set forth herein and in all material form the terms set forth below. Developers who developed a Developer Application for its own use is a Licensee and must also comply with the following terms:

  • Restrictions. Licensee and its employees shall not and shall not permit any third party to, directly or indirectly: (a) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the source code to the Developer Application; (b) rent or time-share the Developer Application or host the Developer Application in a multi-tenant environment; (c) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Developer Application or any copies thereof; (d) engage in any activity with the Developer Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party; and (e) use the Developer Application or data provided via the Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity. Licensee must comply with applicable laws and regulations in using, accessing or distributing the Developer Application, including any data provided via the Developer Application.
  • Data Use. Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is provided to Licensee, may be used by our third party vendors to conduct certain analytical research, performance tracking and benchmarking. Such third party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support. Licensee's personally identifiable information will not be shared with or sold to third parties.
  • Data Transfer. Licensee agrees and acknowledges that Licensee’s data, including financial or personal information, may be transferred to a third party located in a country that does not have adequate security controls to protect Licensee’s data.
  • Third Party Services.Licensee understands that the Developer Application may require access to certain third party services (“Third Party Services”). In order to use the Developer Application that uses or collects data from the Third Party Services, Licensee hereby authorizes third party service providers, including Intuit Inc., to obtain Licensee’s data from third parties and share it with Developer for the Developer Application. Such data may include Licensee’s financial or personal information with third parties. In addition, Licensee agrees that Developer may provide Licensee’s data to the third party service provider. Licensee represents and warrants that Licensee has the rights and authority to provide such authorizations to the third party service providers and Developer. Licensee’s use and/or access to Third Party Services shall be limited to those uses and access rights permitted by the third party service provider. If Licensee accesses or uses the Third Party Services, Licensee is responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. Licensee understands that Developer has no control over the Third Party Services and that Licensee’s ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.
  • Security. Licensees are fully responsible for the security of data on Licensee’s website or otherwise in Licensee’s possession or control. Licensees agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, credit card, or transaction information (defined as “Data”) on your website. Licensee agrees, where applicable, it shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. It is Licensee’s responsibility to comply with these standards. Third Party Beneficiary. Licensee acknowledges that Intuit Inc. is a third party beneficiary under this Agreement with rights to enforce the terms of this Agreement.

Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT THE DEVELOPER APPLICATION, ANY THIRD PARTY SERVICES AND ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VENDOR, ITS LICENSORS AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE DEVELOPER APPLICATION, ANY THIRD PARTY SERVICES OR ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION, IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. LICENSEE UNDERSTANDS AND AGREES THAT ANY USE OF THE DEVELOPER APPLICATION, THIRD PARTY SERVICES OR DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION WILL BE AT LICENSEE’S SOLE RISK, AND THAT, IF THERE IS ANY LIABILITY IN CONNECTION WITH THE DEVELOPER APPLICATION, INCLUDING LIABILITY ARISING FROM A SECURITY BREACH OR DEVELOPER’S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH THE DEVELOPER AND NOT ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS.

C. EXHIBITS: ADDITIONAL TERMS AND CONDITIONS FOR OPTIONAL INTUIT DEVELOPER SERVICES

Your use of the Services provided by Intuit are subject to the General Terms of Service above including the Additional Terms and Conditions and the terms set forth in the Exhibits referenced below.. The following Terms and Conditions also apply where you have selected these optional services and shall prevail over any conflict or inconsistency with the General Terms of Service above.

EXHIBIT A: QuickBooks Developer Applications

EXHIBIT B: Intuit Data Stewardship Principles

EXHIBIT C: Intuit Customer Account Data API & Services (Aggregation & Categorization)

EXHIBIT D: Payments Developer Applications

EXHIBIT E: AppConnect Services

June 2015

Appendix 1

Developer Applications Advertising Restrictions

Advertising Restrictions.

If you include any authorized or otherwise legally-compliant references to QuickBooks or any Intuit products or brand names in the advertising or promotion of your Developer Applications, you must comply with these Advertising Restrictions. The restrictions include but are not limited to advertising displays, advertising and marketing copy, web or print based materials, search engine marketing, representations about interoperability with Intuit products, and more. Developers may not make any false or misleading representations that Intuit officially endorses or “authorizes” a particular Developer, nor that Intuit recommends any particular Developer over any other.

Pay Per Click / Search Engine Advertising Restrictions

To avoid confusion among consumers and to prevent search engine ads from being removed by Intuit’s trademark monitoring systems, Developers must adhere to the following advertising restrictions. Developer understands and agrees that Intuit retains the right to remove any ads that, in Intuit’s sole discretion, do not comply with these restrictions.

All sponsored ad titles must lead with Developer’s own marks or names, or with industry descriptors, and cannot lead with Intuit brands. For example, all sponsored ad titles must be structured as “XYZ for QuickBooks" instead of "QuickBooks XYZ."

Examples of Proper and Improper Use:

Proper Use Improper Use
AppName for QuickBooks
Integrate your QB data with AppName!
www.appdeveloper.com/appname
QuickBooks AppName
Integrate your QB data with AppName!
www.appdeveloper.com/appname
Expense Mgmt for QB
Superior expense mgmt for QuickBooks users.
ExpenseMgmt.DevName.com/qbusers
QB Expense Mgmt
Superior expense mgmt for QuickBooks users.
ExpenseMgmt.DevName.com/qbusers
Plug-ins for QuickBooks
We develop custom plug-ins for QB.
www.appnameurl.com
QuickBooks Plug-ins
We develop custom QuickBooks plug-ins.
www.appnameurl.com
DeveloperName Apps for QuickBooks
Integrate your QB data with AppName!
www.appdeveloper.com/appname
QuickBooks DeveloperName Apps
Integrate your QB data with AppName!
www.appdeveloper.com/appname

Additionally, Display URLs in advertising cannot use or incorporate an Intuit Mark into the front portions of the URL, or into the root domain itself. Any such URLs violate these restrictions.

Under this Agreement, you agree you may not bid on Intuit Marks (such as “QuickBooks”) as standalone keywords in search engines. Instead, you agree you will only bid on keywords that include Intuit marks as part of a larger phrase or search string to directly advertise Developer Applications that interoperate with Intuit products.

  • Additionally, you agree you will negative match for the keywords below:
Intuit Www qbo intuit online
QuickBooks Intuit.com
Intuit quickbooks Qbo intuit com
Intuit merchant service Quickbooks intuit
Intuit quickbooks online Intuit com intuit
Intuit payroll online Intuit online accounting
Quickbooks payroll Quickbooks by intuit
Quickbooks payments Intuit proadvisor
Www intuit com Qb proadvisor
Intuit com Quickbooks proadvisor
Quickbooks support Intuit payroll software
  • Developers may only use Intuit marks as search keywords to trigger sponsored ads that directly advertise applications that interoperate with Intuit products.
  • If Developer advertises a Developer Application on search engines outside the United States (e.g., google.ca or yahoo.co.uk), Developer must ensure that such Application truly interoperates with the corresponding localized version of the Intuit product. Developers must designate the appropriate countries/regions for the ad.
  • Intuit marks may only be used in the very end segment of any display URL of a search engine ad. (e.g., www.appdeveloper.com/appnameforquickbooks).
  • Search engine ads must point to Developer’s own web site, and a page containing actionable information about the Developer Application.
  • When using Intuit marks in search engine ads, Developer must avoid any false claims or statements of affiliation, endorsement or sponsorship, where no such relationship exists. For example, Developer must not claim in its ad that the ad will lead people to an "Official Site" for QuickBooks, or claim that Developer is an “Official Partner” or “Preferred Solution” of Intuit.
  • Developer may bid on phrases like “free QuickBooks” only when promoting free Intuit offerings or trials (like QuickBooks Simple Start Edition), but may not bid on Intuit brands stand-alone when promoting a free Intuit product. This Agreement does not grant Developer the right or license to act as a reseller of Intuit product licenses or service subscriptions unless otherwise provided elsewhere within ID marketing programs.
  • Developer may use words like “discount,” “deal,” and “low cost” in sponsored ads that also contain Intuit marks, but avoid use of words that may negatively affect Intuit’s brands, like “cheap,” “blowout,” “bargain,” “fire sale,” etc. Intuit reserves the right to take down sponsored ads containing descriptions or words that it believes, in its sole discretion, could damage the equity and reputation of its brands.

Screen Shots

You may make use of a limited number of screen shots from the Intuit software for illustrative purposes (e.g., educational guides, how-to books, training presentations, product reviews, etc.) provided you adhere to the following guidelines:

  • Your use may not directly or indirectly state or imply sponsorship, affiliation, or endorsement, where no such relationship exists, of your product or service by/with Intuit.
  • You may not alter the screen shot in any way except to resize the screen shot in direct proportion to the original. Screen shots must be reproduced in their entirety.
  • You may add commentary or other text if clearly attributable to you, and not to Intuit.
  • You may not use screen shots from Intuit beta products or other products that are subject to non-disclosure obligations.
  • You may not use screen shots that contain third-party content unless you obtain their permission.
  • You may not use the screen shot in an advertisement comparing an Intuit offering to an Intuit competitor’s offering.
  • You may not use a screen shot that contains an image of an identifiable individual.
  • You must include the following copyright attribution statement on all materials containing Intuit screen shots: "Screen shots © Intuit Inc. All rights reserved."
  • If your materials include references to an Intuit product, the full name of the product with corresponding trademark symbol should be shown in plain text at the first and/or most prominent mention (i.e., QuickBooks®, Quicken®) in such materials.
  • Your use of Intuit's screen shots may not be incorporated into obscene or pornographic material, and may not, in Intuit's sole opinion, be disparaging, defamatory, or libelous to Intuit, any of its products, or any other person or entity.
  • Your materials should not be mostly or solely composed of Intuit screen shots or other Intuit intellectual property. If Intuit screen shots or other Intuit intellectual property would represent the majority of the material you wish to reproduce and/or distribute, you must obtain permission from Intuit before publishing or distributing such content. Permission requests must be in writing and should be sent to: ippmarketing@intuit.com.

October 2014

Exhibit B

Customer Account Data API

This document consists of the following sections:

  • INTUIT CUSTOMER ACCOUNT DATA API & SERVICES AND SDK (AGGREGATION AND CATEGORIZATION). Last revised: October 2014
  • SCHEDULE A--DEVELOPER APPLICATION MINIMUM END USER LICENSE TERMS. Last revised: October 2014

A. INTUIT CUSTOMER ACCOUNT DATA API & SERVICES AND SDK (AGGREGATION AND CATEGORIZATION)

Your use of the Intuit Customer Account Data API & Services and SDK License is subject to the Intuit Developer Terms of Service (“Agreement”). The following Terms and Conditions also apply where you have selected these optional services and shall prevail over any conflict or inconsistency with the Agreement. By installing, accessing, or using the Intuit Customer Account Data API & Services or SDK, you agreed to these terms. If you do not agree to these terms, then you may not use the Intuit Customer Account Data API & Services or SDK.

The Intuit Customer Account Data API & Services and SDK, as defined below, enable you to create applications that enable your customers to access or use their own financial or other available data via your application.

This Exhibit C (i) is incorporated by reference into the Agreement, (ii) governs Your participation in the Intuit Customer Account Data API & Services Program activities, (iii) governs your access to and use of the Intuit Customer Account Data & Services, and any software, services, features, functionality, or content (excluding End User Data) accessible on or through the Intuit Customer Account Data API & Services (collectively the “Customer Account Data API & Services”), and is subject to all of the terms and conditions of the Agreement.

1. Developer Application Requirements and Territory

You must comply with Intuit’s developer’s guidelines and requirements, as may be updated from time to time. Developers may use the API to access data from Intuit Account Data API & Services and distribute your Developer Applications in the authorized countries below, subject to these terms. Your use of the Intuit Account Data API & Services and distribution of any Developer Application(s) shall be limited solely to U.S. and Canada (the “Territory”) subject to your compliance with all applicable laws and regulations and the terms of this Agreement. Intuit reserves the right to modify the Territory at its sole discretion. Notwithstanding any terms, you agree you will not violate any local, state, national or international law or regulation in connection with (i) your use of the Services; (ii) your use, marketing or distribution of a Developer Application; or (iii) your use, distribution or storage of end user data. Without limiting the scope of Intuit’s guidelines and requirements, you agree to develop your Developer Application in compliance with our security requirements found here.

2. ACCESS TO THE CUSTOMER ACCOUNT DATA API & SERVICES

Subject to the terms of this Agreement, and payment as specified herein (“Customer Account Data API & Services Fees and Payment”), you may (a) access the Customer Account Data & Services solely for purposes of developing and testing your Developer Application; and (b) permit your end user customer to access your Developer Application, but not otherwise.

3. UPDATES AND SUPPORT

3.1 Updates

Intuit reserves the right to modify, update or discontinue the Customer Account Data API & Services, or any specific data source at any time in its sole discretion.

3.2 Technical Support

Intuit may provide limited support during the implementation phase, but Intuit is not obligated to provide any technical or other support for the Customer Account Data API & Services to you or to any of your end users. You understand and agree that you will be solely responsible for providing all customer and technical support and maintenance for your Developer Applications.

4. PERFORMANCE

Notwithstanding anything to the contrary in the Agreement, and without limiting Section 3 of Exhibit A (“Updates and Support”) and Section A8 (“Disclaimer”) of the Agreement, Intuit will use commercially reasonable efforts to make the Customer Account Data API & Services available on a 24 x 7 x 365 basis, excluding scheduled maintenance. However, Intuit cannot and does not guarantee such availability. Intuit makes no guarantee of its ability to fully restore the Customer Account Data API & Services and/or connectivity according to the above, but Intuit agrees it will initiate efforts to restore such availability via standard operating procedures with the applicable data provider.

5. EXTERNAL FINANCIAL INSTITUTION CONNECTIVITY

The parties agree that, upon a customer-authenticated request, availability of data may require additional action. Such action may include but not be limited to storage of the users’ two (2)-factor or other higher level authentication; a bypass of a financial institution’s two (2)-factor or other higher level customer authentication requirements; or a direct data connection to the financial institution. In such cases, Intuit will use commercially reasonable efforts to restore or gain Access to the data in the event of a service disruption.

6. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE CUSTOMER ACCOUNT DATA API & SERVICES AND END USER DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM INTUIT OR THE INTUIT SUPPLIERS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CUSTOMER ACCOUNT DATA API & SERVICES, OR ANY DATA IS AT YOUR SOLE RISK. INTUIT DOES NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE DATA, OR THAT AGGREGATED DATA IS OR WILL BE AVAILABLE FROM ALL DATA SOURCES, OR THAT THE CUSTOMER ACCOUNT DATA API & SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR APPLICATION, COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SDK, CUSTOMER ACCOUNT DATA API & SERVICES, OR END USER DATA. ACCORDINGLY, YOUR SOLE REMEDY AND INTUIT’S SOLE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ALL CLAIMS, REGARDLESS OF THE THEORY OF SUCH CLAIMS (e.g., CONTRACT, TORT, OR OTHERWISE), ARISING OUT OF THE UNAVAILABILITY, INTERRUPTION, OR DELAY OF THE SERVICE SHALL BE FOR INTUIT TO USE COMMERCIALLY REASONABLE EFFORTS TO RESUME THE SERVICE AS PROMPTLY AS IS REASONABLY PRACTICABLE.

7. TERMINATION

This Exhibit will remain in effect until terminated by either you or Intuit as set out below. You may terminate this Exhibit immediately upon written notice to Intuit. Intuit may terminate this Exhibit for any reason at any time. We will notify you of any such termination. In addition, Intuit may suspend your license to use any or all of the Customer Account Data API & Services if (a) you violate any provision of this Agreement and fail to cure such violation within five (5) days after receiving notice, if such violation is curable, (b) Intuit determines that your access and use of the Customer Account Data API & Services is prohibited by applicable law or for any regulatory reason, (c) there is an unusual spike or increase in your use of the Customer Account Data API & Services that Intuit reasonably believes is the result of fraud or negatively impacts the operation of the Customer Account Data API & Services. Upon such termination, your license to the Customer Account Data API & Services will terminate immediately and you must immediately cease using these, and destroy all complete and partial copies within your possession or control. Sections 6 and 7, and any Schedules, Exhibits, or Addenda that by the nature of their subject matter indicate survival beyond termination of the Agreement, will survive termination of the Agreement and this Exhibit.

8. FEES AND PAYMENT

You agree to the Customer Account Data API & Services fees and payment terms set forth below.

8.1 Fees

As used in this Agreement, “Fees” means the amount of money paid by you to Intuit for the Customer Account Data API & Services. You agree to pay the Fees set forth below in accordance with the payment terms stated herein. All payment obligations are non-cancelable and all amounts paid are nonrefundable in whole or in part, even if your access to the Customer Account Data API & Services is terminated. However, if Intuit terminates your access to Customer Account Data API & Services you shall receive a pro rata refund of amounts paid for not yet received. Intuit reserves the right to modify its pricing and fees, in its sole discretion, with prior notice to you.

8.2 Service Fees

You shall pay to Intuit a monthly per-end user fee for the Customer Account Data API & Services (“Monthly Per-End User Fee”), and/or a monthly per-account fee for the Services (“Monthly Per-Account Fee”) (may collectively be referred to as “Per-User Fee per Month”), subject to a monthly minimum recurring fee (“Monthly Minimum Recurring Fee”), as applicable and as specified below during the Term. The Monthly Minimum Recurring Fee shall continue and apply unless the Monthly Per-User Fees exceed the Monthly Minimum Recurring Fee as specified below. A setup fee may apply.

Fees

Service Description Fees
Aggregation $0.30 Per User Per Month
Categorization $0.05 Per User Per Month
Monthly Minimum Recurring Fee $1,000.00

8.3 Invoicing and Payment

Intuit will send you a monthly invoice for all Customer Account Data API & Services, including monthly minimum recurring fees, as described herein. You shall pay to Intuit the amounts invoiced net 30 days following such invoicing. If you fail to timely pay any amount due under this Agreement, whether by acceleration or otherwise, you, upon demand, shall pay, in addition, interest at the rate of one and one-half percent (1-1/2%) per month, but not to exceed the maximum allowed by law, on such delinquent amount from the due date thereof until the date of payment. Further, you shall reimburse Intuit for any and all expenses that Intuit may incur (including interest, attorneys’ fees and any expenses) in connection with Intuit’s efforts to collect any amounts due to Intuit hereunder.

Intuit will invoice all Monthly Per-User Fees, in arrears, on a monthly basis. You must provide Intuit with a valid purchase order for any subsequent term prior to the end of the then-current term. In the event that You do not pay amounts invoiced by Intuit, Intuit reserves the right to suspend or terminate (i) all licenses granted under this Agreement, (ii) Your access to and use of the Service, (iii) all related maintenance and support, and (iv) this Agreement, and Intuit shall be under no obligation to continue to provide maintenance and support of any kind. If Intuit terminates the Agreement, You shall pay all outstanding amounts, including those as described in this Section. In the event of suspension or termination, you must pay all delinquent amounts to resume access to and use of the Service.

8.4 Taxes

All fees and costs payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes), if any, associated with this Agreement or your receipt or use of the Service, except for taxes based on Intuit’s net income. In the event that Intuit is required to collect or pay any tax for which you are responsible, you will pay such tax directly to Intuit. If you pay any withholding taxes that are required to be paid under applicable law, you will furnish Intuit with written documentation of all such tax payments, including receipts.

9. COMPLIANCE WITH FAIR CREDIT REPORTING ACT

9.1

You acknowledge that applications that use consumer data to generate scores or other reports or that otherwise will be utilized by application users in connection with making a decision as to whether to enter into the following types of transactions or on what terms the transaction will be offered ("Eval Apps") may be subject to the provisions of the Federal Fair Credit Reporting Act ("FCRA") and equivalent state laws:

  • Extend credit to an applicant.
  • Issue an insurance policy to an applicant.
  • Employ a job applicant.
  • Rent an apartment to a prospective tenant.
  • Sell a product to, provide a service to or otherwise enter into a transaction initiated by a prospective customer.
  • Accept a check or credit card as payment for a sale.
  • Other activities set forth in Section 604 of the FCRA (15 U.S.C. §1681b) and in interpretations of Section 604 by the Federal Trade Commission and the Bureau of Consumer Financial Protection.

9.2

You agree that you will not create or distribute any Eval Apps unless you receive prior written (including via e-mail) approval by Intuit in its sole discretion. You further agree that Intuit from time to time may request additional information from you regarding and otherwise monitor your creation and distribution of applications and the use of applications by end users to determine whether this requirement is satisfied.

9.3

Without limiting your obligations otherwise under this Agreement to comply with applicable law, you agree that you and your Eval Apps shall comply with applicable provisions of the FCRA and equivalent state laws. Without limiting the foregoing, where applicable, you agree to satisfy all of the obligations applicable to a "consumer reporting agency" as defined on the FCRA, and you agree to inform all users of Eval Apps of their obligations as users of consumer reports under the FCRA, including without limitation the obligation to provide consumers with notices of adverse action to the extent required by Section 615 of the FCRA (15 U.S.C. §1681m). You further agree that Intuit from time to time may request additional information from you regarding and otherwise monitor your compliance with FCRA and equivalent state laws.

9.4

You acknowledge and agree that, in connection with Eval Apps only, the data shall be transmitted to you in a mechanical manner in real time, and Intuit shall not alter the substance of the data or categorize, contribute to or take any action that determines the content of the data conveyed, and Intuit shall be acting only as a conduit and not as a consumer reporting agency in connection with the data.

October 2014

B. DEVELOPER APPLICATION MINIMUM END USER LICENSE TERMS

You must include the following minimum end user terms in all material form with any distribution of a Developer Application Service that you make available to any end user, customer, partner, or other third party (“Licensee”). These terms are in addition to minimum end users terms included in Section B: Additional Terms and Conditions for the Intuit Developer Services.

1. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA

You are solely responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you, or anyone you authorize on your behalf, to access the Service and your provider accounts (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Service (collectively, "Account Data"). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ("Communications") entered using the Licensee Access Information. It is assumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. We reserve the right to deny you access to the Service (or any part thereof) if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform us of, and hereby grant to us and our third party vendors permission to use, Licensee Access Information to enable us to provide the Service to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services we may provide to you in the future.

2. PROVIDER SERVICES

2.1 General

In connection with your use of the Service and as part of the functionality of the Service, you may have access to certain online services or information that may be made available by your provider(s) ("Provider Services"), including online banking, online payment, online investment account download, online bill pay, online trading, and other account information available from your provider(s). The Service is designed to allow you to access Provider Services (if and to the extent provided by your provider(s)) to set up banking and other information, schedule the Service to access your account(s), download transactions into the Service and otherwise aggregate information from your account(s) with your provider(s).

2.2 Collection of Provider Account Information

You acknowledge that in accessing your data and information through the Service, your provider account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such provider(s) such as bank and other account balances, credit card charges, debits and deposits (collectively, "Provider Account Data"), may be collected and stored in the Service. You authorize us and our third party vendors, in conjunction with the operation and hosting of the Service, to use certain Provider Account Data to (i) collect your Provider Account Data, (ii) reformat and manipulate such Provider Account Data, (iii) create and provide hypertext links to your provider(s), (iv) access the providers' websites using your Provider Account Data, (v) update and maintain your account information, (vi) address errors or service interruptions, (vii) enhance the type of data and services we can provide to you in the future, and (viii) take such other actions as are reasonably necessary to perform the actions described in (i) through (vii) above. You hereby represent that you are the legal owner of your Provider Account Data and that you have the authority to appoint, and hereby expressly do appoint, us or our third party vendors as your agent with limited power of attorney to access and retrieve your Provider Account Data on your behalf. You further acknowledge that we do not, nor does our third party vendor review your Provider Account Data and agree that we are not responsible for its completeness or accuracy. Any transactions or informational activities performed at any provider's website are not made through the Service and we assume no responsibility for such transactions or activities. You are solely responsible for any charges associated with your provider(s).

2.3 Information from Providers' Websites

You acknowledge and agree that (i) some providers may not allow the Service to access the Provider Services, (ii) providers may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of information from such websites, and (iii) the Service may "refresh" the Provider Account Data by collecting the Provider Account Data nightly, so your most recent transactions may not be reflected in any account balances or other account information presented to you in the Service. If you see a discrepancy in the Provider Account Data, and in any case before making any transactions or decisions based on such account information presented in the Service, you should check the last refresh date for the account and confirm Provider Account Data is correct by following the link back to the applicable provider or otherwise confirm that Provider Account Data is up to date and accurate.

3. SOFTWARE USE, STORAGE AND ACCESS

We shall have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the Service in a given period of time. We reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Service to which such changes relate. Your continued use of the Service will constitute your acceptance of and agreement with such changes. Maintenance upon the Service may be performed from time-to-time resulting in interrupted service, delays or errors in the Service. Attempts to provide prior notice of scheduled maintenance will be made, but provider cannot guarantee that such notice will be provided.

October 2014

Exhibit C

Intuit Data Stewardship Principles

Your use of Services is subject to the Intuit Partner Platform Terms of Service (“Agreement”). The following terms also apply and shall prevail over any conflict or inconsistency with the Agreement. By installing, accessing, or using the QuickBooksAPI Services, you agreed to these terms. If you do not agree to these terms, then you may not use the Services.

Last revised: September 2012

Data Stewardship Principles

At Intuit, we view strong privacy as a key part of the value that we deliver to our customers. Intuit’s Data Stewardship Principles were developed to describe Intuit’s values regarding the data our customers entrust to us. We are focused on using data for innovation, to help improve our customers’ lives – and doing so in a responsible manner with the highest integrity. These Data Stewardship Principles also apply to our 3rd party developers – and are described in more detail below. Intuit’s 3rd party developers must abide by them.

Data Stewardship Principle What it means to 3rd party platform developers
We will not:
Information which is linked to a person or a company that is collected as part of your application or service must not be shared with an outside 3rd party – either through a sale, or sharing or any type of publication. Without explicit permission, sell, publish or share data entrusted to us by a customer that identifies the customer or any person.
We will:
Use customer data to help our customers improve their financial lives Developers are encouraged to create applications and services which use customer data to help customers improve their financial lives.
This means: we help them make or save money, be more productive, be in compliance
We will:
Use customer data to operate our business, including helping our customers improve their user experience and understand the products and services that are available to help them Developers may use the data on customer use of their products/services to “help them run their business”. This includes: understanding and improving the behavior and function of their offering; helping customers identify additional services which might be beneficial to them.
Note: Developers must adhere to all other laws regulating commercial messaging (e.g., CAN-SPAM, etc.)
We will:
Give customers choices about our use of data that identifies them Developers may use data specific to a customer as a central component of the application or service, or as an ancillary functionality that provides significant benefits to the customer.
We encourage the exploration and implementation of ways in which data can be used to this effect.
Before using data in this way, developers must clearly explain the data use and offer the customer the choice to accept or decline that use.
For cases in which the data use is necessary for the application or service, it is allowable to predicate the customer’s use of the application or service on his or her acceptance of the data use. I.e., after clearly explaining to the customer the intended data use, the customer may decline by not signing up for the application or service.
We will:
Give open and clear explanations about how we use data Developer must explain to customers what data will be collected or accessed and how it will be used.
These explanations must be clear and straightforward.
The explanations must be part of the application/service description (such as customer-facing marketing material), in addition to inclusion in the Term of Service or End User License Agreement.
Developers are also encouraged to provide JIT (Just in Time) notices of data collection and/or use in situations that would not typically be expected by the customer.
Apps must only use user data for the stated purpose of the App
Apps must not collect or use any data that’s not necessary for the stated purpose of the App
There must be no “surprises” regarding a customer’s understanding of what is happening to his/her data.
All Apps must also have a privacy policy that is easily available to users before they purchase/ use/ download the App
The privacy policy must specify the data retention and deletion policies and practices that pertain to the application.
We will:
Publish or share combined, unidentifiable customer data, but only in a way that would not allow the customer or any person to be identified If your application or service includes anonymized, aggregated data which is viewable by customers, or other individuals, the Developer must ensure that the information about individual people and/or companies cannot be derived, or “re-identified” from the data.
In evaluating this possibility, the Developer must consider the likelihood of re-identification if the data were to be combined with any other publicly available data set, and ensure that outcome is not possible.
We will:
Train our employees about how to keep data safe and secure, and educate our customers about how to keep their and their customers’ data safe and secure Developers must train their employees on Intuit’s Data Stewardship Principles, and their implications to 3rd party developers.
Developers should implement formal and informal mechanisms to educate and train their employees and End Users on ways to secure customer data.

September 2012