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Software Licence and Services Agreement
QUICKBOOKS and QUICKBOOKS SMALL BUSINESS PAYROLL
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(i) This Software Licence and Services Agreement ("Agreement") sets forth the terms and conditions, obligations, responsibilities, liabilities and remedies as between (a) you ("you", "your", "Licensee") and (b) Intuit Limited ("Intuit") and the Suppliers (defined in Section 7) in regards to your and your agents access to and use of the (1) "Software" means the computer program with which this Agreement is included and any other programs, tools, internet-based services, components and updates or maintenance release of the Software that Intuit may provide to you or make available to you after the date you obtain your initial copy of the Software, unless accompanied by separate terms and/or (2) "Services" means the QuickBooks Payroll Service (as described in Section 18) and any related materials and documentation and any other applicable add-on service that may be made available by Intuit to you. Certain versions of the Software contain GoogleTM Desktop, and this Agreement also includes the terms and conditions for Google Desktop. If the version of the Software license you purchased or subscribe to contains Google Desktop, when you accept this Agreement, you also accept the terms and conditions for GoogleTM Desktop.
(ii) By using the Software and/or the Services, you confirm that you (a) have read and understood this Agreement, (b) accept and agree to be bound by its terms and conditions, (c) acknowledge that this Agreement sets forth your exclusive remedies in respect of any claims you may have related to the Software and/or the Services, and (d) understand that this Agreement fully sets out the obligations and limitations of liability of Intuit, its licensors and the Suppliers to you, notwithstanding any other prior or contemporaneous writing (including any related packaging or advertisements), promise, understanding, or oral representations made by any party, including Intuit.
(i) If you purchased a license for the Software and/or subscribed to a Service but do not agree with or consent to be bound by the terms of this Agreement, you must (a) immediately discontinue all use of the Software and/or Services and any related services, materials, and documentation; (b) immediately delete from your computer the Software and/or Service, and destroy any and all copies made by you (or with your permission) of any portion of the Software and/or Services; and (c) within ten (10) days, return all items provided to you in connection with the Software and/or Service plus "Proof of Purchase" to the address set forth in Section 12.4. "Proof of Purchase" is documentation evidencing the date and amount you paid for your Software and/or subscription to the Service (e.g. dated receipt, shipping invoice).
(ii) If you comply with the terms of Section 2 (i), you shall receive a full refund of any monies you paid for the Software and/or Services if applicable.
(i) Intuit may make available to you updates and error corrections (collectively, "updates") to the Software and Services. As determined by Intuit in its sole discretion, updates may be provided (a) electronically via the Internet and/or (b) via media (e.g. CD-ROM). You may be charged an additional fee if Intuit makes updates available (y) both electronically and via media and you chose media or (z) in different media forms and you chose the form which is identified as having an additional fee. It is your obligation to install all updates within thirty (30) days of such being made available to you by Intuit (or its Suppliers). It is your sole responsibility to establish and maintain adequate access to the Internet in order to receive the Software and/or the Services and updates. We do not provide ISP services. You are also responsible for maintaining the computer equipment necessary for your use of the Software and access to the Services.
(ii) At its sole discretion, Intuit may provide technical support for the current and prior release(s)/version(s) of the Software for a period of six (6) months following the date the subsequent release/version is made generally available to QuickBooks customers. The current terms of technical support, if any, can be obtained by contacting Intuit as set forth in Section 12.3, and are subject to modification and/or termination without prior notice.
(i) Single-User Licence: When you (i) purchase a single-user license for the use of the Software (as applicable) you are granted a non-exclusive, limited licence for one (1) individual to access the Software and to use the Software on a single computer. You are permitted to make one (1) backup copy of the applicable Software as an archival copy. You may also use your backup copy to replace the applicable Software in the event the Software loaded on the licensed computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the Software will be subject to the terms and conditions set forth in this Agreement. You may print one (1) copy of any online user documentation in relation to the Software.
(ii) Licences for Multi-Users (available only for QuickBooks Pro & QuickBooks Premier ): If you purchased QuickBooks Pro or QuickBooks Premier for use by multiple users, you are granted a limited non-exclusive licence to (a) have up to five (5) individuals (who are your directors, employees, or contractors) access the Software; (b) download and use the Software on up to five (5) computers located within the United Kingdom (except that use is permitted outside of the United Kingdom only during temporary travel abroad) which may be used by up to five (5) individuals (who are your directors, employees, or contractors); (c) place a copy of your Software data file on a network; and (d) make up to four (4) additional copies of the printed materials (including user documentation) and print up to five (5) copies of any online materials provided to you in connection with the Software (if any). All users in a multi-user environment must be using valid licensed copies of the same release/version of the Software.
(iii) Additional Licence Grants: If you need more than five (5) individuals to use the Software and/or the Services (if applicable), then you must determine and purchase the appropriate number of licenses for additional copies of the Software and/or subscriptions to the Services (if applicable).
(iv) QuickBooks Pro Timer Licence. (available only with QuickBooks Pro or QuickBooks Premier): If your Software is QuickBooks Pro or QuickBooks Premier, you may use the QuickBooks Pro Timer program on all computers used in your business.
(v) Trial Versions. If you have signed up for a trial-user version of the Software, you are granted a limited non-exclusive licence to use the Software so that one (1) individual may access the Software and/or Services (if any) and use the Software on a single computer located on your business premises. You may print one (1) copy of any online user documentation in relation to the Software and/or Services (if any) however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Software and/or Services (if any). Your trial-user licence is only valid for approximately five (5) uses of the Software and/or Services (if any), or as otherwise may be specified on the packaging or as identified when you signed up for the trial-user version of the Software and/or Services (if any). YOU UNDERSTAND THAT UPON THE EXPIRATION OF YOUR TRIAL USER LICENCE, YOU MUST PURCHASE A LICENSE FOR THE SOFTWARE OR SUBSCRIBE TO THE SERVICES (IF ANY) TO CONTINUE TO USE THE SOFTWARE AND/OR SERVICES (AS APPLICABLE) AND, IN THE ABSENCE OF WHICH, YOU MAY NOT BE ABLE TO USE/ACCESS THE SOFTWARE AND/OR SERVICES (IF ANY) OR ANY DATA YOU ENTERED INTO THE SOFTWARE AND/OR SERVICES.
(vi) Subscription. The Software may be licensed on a monthly or yearly subscription basis. Access to the Software will begin after we receive and process all the information requested, including your bank account information. You must have sufficient funds in a United Kingdom bank account to cover an electronic debit of the subscription fee to obtain the applicable Software. The information you provide must be accurate and complete. When you subscribe and provide payment information, your bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then current subscription rate to maintain access to the Software. You may notify us to cancel the Software prior to the beginning of each Renewal Term. Your rights to the Software subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your bank account in accordance with this Agreement.
(i) You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, and (d) copy the Software in whole or part, except as expressly stated in 4,(i), 4 (ii), 4(iii), 4 (iv) or 4 (v) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software.
(ii) All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. Within fifteen (15) days of the transfer/assignment to that third party, (a) you notify Intuit of the transfer/assignment and complete any transfer forms required by Intuit and (b) the third party enters into the most current version of the Agreement for the Software and/or Services (as applicable) as provided by Intuit. If you transfer/assign your rights to the Software and/or Service to any third party, you may not keep a copy of the Software and/or Services or any related materials/documentation for yourself.
(iii) Deactivation Code and Reduced Functionality Mode. Intuit may embed a deactivation code in the Software and/or Services which, upon cancellation or termination of this Agreement or your failure to pay fees owed by you (if any) under this Agreement, will be enabled to automatically bar your access to the Software and/or Services. You may still be able to access historical data for reporting purposes (and all data you entered into the Software and/or Services).
(i) Satisfaction Guarantee. In the event you determine that you are not satisfied with the Software and/or Service, Intuit's entire liability and your exclusive remedy shall be a full refund of the purchase price you paid for the Software and Service (if applicable) (minus applicable shipping and handling fees (if any)) if within thirty (30) days of purchase you: (a) Send via registered mail to: Intuit Limited PO. Box 2234, Maidenhead, Berkshire SL6 1YW;, all items provided to you as part of the Software or Service, your notice of cancellation, and Proof of Purchase; (b) Delete any Software and documentation downloaded or loaded onto your computer; and (c) Destroy any and all copies made by you (or with your permission) of any portion of the Software.
(ii) Limited Warranty. Intuit warrants that (a) all CD-ROM's provided to you in connection with the Software and/or Service(s), when under normal use, shall be free from defects in material and workmanship for thirty (30) days from the date of shipment of the disk(s) to you ("Warranty Period") and (b) the Software will operate substantially as described in the related documentation for a period of thirty (30) days from purchase. For CD-ROMS that do not operate as warranted, Intuit shall, at its option, repair/replace the CD-ROM at no additional cost to you provided that you send Intuit a replacement request, the defective CD-ROM, and Proof of Purchase for the Software and/or Service(s) prior to the expiration of the Warranty Period. For Software that does not operate as warranted, Intuit's entire liability and your exclusive remedy shall be a refund of the purchase price you paid for the Software, pursuant to Section (i) above.
(iii) If you identify a defect after the Warranty Period, Intuit may make a replacement CD-ROM available if you send to Intuit: your replacement request, the defective disk(s), and a cheque made payable to "Intuit Limited" in the applicable amount plus applicable tax. You can obtain the cost for replacement CD-ROM by contacting Intuit as set forth in Section 12. For all orders shipped within the United Kingdom, please add all applicable sales tax as well as tax on shipping and handling based on your shipping address. Any request for the replacement of defective CD-ROM (with the items identified in this Section 6 (iii)) must be sent to Intuit as set forth at Section 12.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6 ABOVE, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
All warranties or guarantees given or made by Intuit with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.
(i) Nothing in this Agreement shall limit or exclude Intuit's liability under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, for fraudulent misstatement, or for death or personal injury caused by its negligence.
(ii) EXCEPT AS PROVIDED IN (i) ABOVE, THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO SIX (6) MONTHS OF ANY INTUIT PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.
Access to online banking, online investment statement download, and any other services available through the Internet and selected Intuit products may be provided by your financial institution or other third party and not Intuit ("Online Services"). Online Services shall also include services available to you in or from the Software and/or Service, often co-branded with Intuit and third party brands, in which a third party is primarily responsible for making added functionality available to you. You agree not to hold Intuit liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution or other third party. Intuit generally does not control the independent contractors providing Online Services, and thus such Online Services may not be available to you at all times or for extended periods of time, even if such services are indicated as being available in the Software, and/or Service, or their related documentation or packaging. In addition, all Online Services are subject to change without notice. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution or other third party service provider. You may be billed for these Online Services by your financial institution or other third party, not Intuit, and such financial institution or other third party may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and Online Services usage.
Intuit shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including www.quickbooks.co.uk. To ensure that you receive notices timely, you agree that it is your sole responsibility to promptly notify Intuit of any change to your contact and/or registration information. Unless stated otherwise in this Agreement, the effective date of a modification to this Agreement shall be as specified in the applicable notification but, in no event, shall it be less than sixty (60) days from the date the notice was first made accessible to you online or e-mail,. You agree that it is your sole responsibility to routinely visit this web page for such notifications and to ascertain how any modifications of this Agreement may impact your use of the Software and/or Services. The most current version of this Agreement will be accessible online at www.quickbooks.co.uk/licenseagreement. If you do not accept the modifications to the Agreement or an applicable price change, you may discontinue all use of the Software and/or Services (as applicable). Your continued use of the Software and/or Services (if any) will constitute acceptance of the modifications or price change.
You agree that Intuit may use your contact and/or activation information (if any) that you provided to Intuit, to provide you with notices regarding this Agreement, the Software and/or Service. You consent to receive communications from Intuit in any form of media and you agree that all agreements, notices, disclosures and other communications that Intuit provides to you satisfy any legal requirements that such communications be in writing. To ensure that you receive notices timely, you agree that it is your sole responsibility to promptly notify Intuit of any change to your contact and/or registration information. In the event you choose not to receive any communications from Intuit please go to www.quickbooks.co.uk/privacy and contact us.
Any notification to be provided by you to Intuit under this Agreement must be made by one of the following means:
(i) E-mail: uksales@intuit.com;
(ii) Post: Customer Services Manager, Intuit Limited, PO. Box 2234, Maidenhead, Berkshire SL6 1YW; Fax: 0845 601 1571; or Phone: 0845 606 2161.
This Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if you undergo an insolvency event (unless for the purpose of a solvent corporate reconstruction). Intuit may also terminate this Agreement and your rights to the Software and/or Services at any time by providing you with no less than ninety (90) days notice in the manner set forth in Section 10. Upon termination, you must immediately return to Intuit the Software and all other materials provided to you under this Agreement, as well as destroy any complete and partial copies of the Software, including all backup copies and all other materials provided as part of the Software and/or Service. Any termination under this Section 13 will result in the automatic termination of your subscription to the Service (if applicable) without refund.
In the event of a conflict between this Agreement and the software licence agreement included in the manual you receive in connection with the initial shipment of Software to you, the terms and conditions of this Agreement shall control. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent, trademark or other laws. Your breach of this Agreement may subject you to civil and criminal liability. The Suppliers are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit, unless such modifications are in writing and signed by an officer of Intuit. Accordingly, such additional statements by Suppliers are not binding on Intuit and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by the laws of England and Wales (without reference to choice of law principles), and you agree to submit to the non-exclusive jurisdiction of the English courts with respect to any dispute arising under this Agreement. Notwithstanding the foregoing, copyright and trademark matters related to this Agreement, the Software and/or the Services may be covered by international treaties. To the maximum extent permitted by applicable laws, Licensor accepts no responsibility for acts or omissions beyond its reasonable control. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The provisions of Section 1, 5, 9, 10, 12, 13, 14, 15, 16 and 17 shall survive termination of this Agreement for whatever cause.
You acknowledge and agree that the Software is subject to restrictions and Administration Act and Export Administration Regulations (collectively, the "Acts") and may be subject to the export laws of other countries. You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside the United Kingdom, the United States and/or the country in which the Software was provided to you by Intuit or an authorized distributor/reseller of the Software, or is being or will be used for any purpose prohibited by the Acts; provided, however, that any person may travel to countries not prohibited by the Acts for a period of three (3) months with the Software when it is installed on their personal computer and not otherwise used or transferred in violation of the Acts.
For details about Intuit's privacy policies, please refer to the QuickBooks Privacy Statement contained either in the Software, at www.quickbooks.co.uk/privacy, or the privacy policy link on the Intuit website relating to the Software product you purchased. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.
Intuit, the Intuit logo, Quicken and QuickBooks are registered trademarks or service marks of Intuit Inc. or one of its subsidiaries.
Any other product names, marks, symbols, trade names, company names and/or logos which appear within this product are the property of their respective owners and appear through the courtesy of such owners. Such marks are protected by English laws on trademark and unfair competition and may also be registered in the United Kingdom, Office of Harmonisation of the Internal Market, and/or in the U.S. Patent and Trademark Office.
The terms of the Agreement, in addition to the supplemental terms identified below, apply to the applicable add-on product or service that may be made available by Intuit to QuickBooks Licensees.
QuickBooks Small Business Payroll Service
(1) At its sole discretion, Intuit may make available for your use, in connection with your use of the Software certain tax tables to automatically calculate your payroll taxes subject to and in accordance with this Section 6 (the "Service").
(2) To the extent that Intuit makes the Service available to you and you desire to use the Service, the following additional terms and conditions will apply to you in connection with your use of the Software and Service:
(a) You must have purchased the Software, have Internet access, and a valid email address to sign for the Service. You may subscribe to the Service through the Software by clicking on the appropriate menu item from within the Software and completing the form or submitting the required information by contacting Intuit as set forth in Section 12. You must pay for one (1) twelve (12) month subscription term before you are entitled to use the monthly subscription term.
(b) The Service will begin after we receive and process all the information requested, including your bank account. You must have sufficient funds in a United Kingdom bank account to cover an electronic debit of the subscription fee to obtain the Service. The information you provide must be accurate and complete. When you subscribe and provide payment information, your bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then current subscription rate to maintain the Service. You may notify us to cancel the Service prior to the beginning of a Renewal Term.
(c) Subject to Section 6, all subscription fees are non-refundable.
(d) For as long as you have a valid subscription to the Service, Intuit grants you a limited, non-exclusive licence to use the tax tables, selected payroll forms, when available, documentation, and updates thereto (if any) ("Service Updates") within the United Kingdom, provided that you comply with all the terms and conditions this Agreement.
(e) You may only use the Service with the Software and on those computers for which you have a valid licence to use the Software. You must purchase a separate subscription to the Service for each copy of the Software with which you will be using the Service.
(f) The Service is only compatible with the then current release/version of the Software and, at Intuit's sole discretion, may be compatible with prior release(s)/version(s) of the Software. If you do not upgrade to the most current release/version of the Software, or if you fail to download all updates to the Software as set forth in Section 3.1, Intuit may void your subscription to the Service without refund.
(g) Your rights to the Service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement.
(h) If your Service subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your bank account for the Service), you will no longer have the ability to enter payroll data into the Software.
(3) Intuit warrants that the Service, if made available by Intuit in its sole discretion, will operate substantially as described in the related documentation. The Service may contain dated information. In using the Service you understand that it may not include all the information or the most current information relevant to your particular needs or situation. The Service is designed to provide you with information with the understanding that Intuit is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, you should seek the service of a competent professional. It is your responsibility to be knowledgeable of tax table changes that affect you and to ensure that you follow these changes in the law. YOU ASSUME FULL RESPONSIBILITY FOR YOUR SELECTION OF THE TAX TABLES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE TAX TABLES AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE TAX TABLES. INTUIT DISCLAIMS ANY WARRANTY OR CONDITION THAT THE FUNCTIONS CONTAINED IN THE TAX TABLES WILL MEET YOUR REQUIREMENTS, BE FIT FOR PURPOSE OR THAT THE OPERATION OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.
Copyright 2007 Intuit Limited. All rights reserved.
By agreeing to install Google Desktop you indicate that you have read, understand and agree to the Google Desktop Terms and Conditions located at http://desktop.google.com/eula.html. You understand and agree that Google reserves the right to modify these Google Desktop Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Google Desktop Terms and Conditions, as modified. Please review the most current version of the Google Desktop Terms and Conditions from time to time, located at http://desktop.google.com/en/GB/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.
Thank you for trying out Google Desktop! Google Desktop is made available to you by Google Inc, with its principal offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States ("Google"). This page contains the terms and conditions ("Terms and Conditions") for all Google Desktop products - these include a consumer version and business version which we call, Google Desktop for Enterprise (collectively these products are known as "Google Desktop")
By downloading Google Desktop you agree to these Terms and Conditions.
Google Desktop for Enterprise is only available to business users. If you are downloading Google Desktop for Enterprise on behalf of a company, partnership or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms and Conditions. If you do not have this authority do not download this product.
Personal or Internal Business Use Only
Google Desktop is licensed to you for your personal or internal business use only and must be used in compliance with all applicable laws, rules and regulations. If you want to make commercial use of Google Desktop, including but not limited to selling or distributing Google Desktop for payment, you must enter into a separate written agreement with Google.
If you are asked to register with Google you must provide complete and accurate identification, contact, and other information required as part of the registration process.
If you are using Google Desktop for Enterprise you may make that available to other users in your organisation, by either emailing to them the following link: http://desktop.google.com/eulauk.html, or placing that URL as a link on your server to be accessed by individual users. Each user will be required to agree to these Terms and Conditions before they use Google Desktop.
Prohibited Actions
You may not:
(a) distribute Google Desktop or any services or software associated with or derived from it, except as expressly permitted above in relation to Google Desktop for Enterprise;
(b) sub-licence your right to use Google Desktop;
(c) modify, copy, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or create derivative works from Google Desktop (except to the extent such acts are permitted by law, notwithstanding a contractual prohibition); or
(d) extract significant portions of Google Desktop's files for use in other applications.
If you wish to do any of these prohibited acts, please contact Google by visiting http://desktop.google.com/feedback.html.
Automatic Updates
Google Desktop may communicate with Google's servers to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, Google Desktop sends Google a request for the latest version information. By installing the Google Desktop you agree to automatically request and receive Updates from Google's servers.
However, if you are using Google Desktop for Enterprise , this will not communicate with Google's servers for the above purposes if your administrator settings prevent it from doing so.
Information Practices
Protecting users' privacy is very important to Google. As a condition of downloading and using Google Desktop, you agree to the terms of the Google Desktop Privacy Policy (http://desktop.google.com/privacypolicy.html) (which includes Google's general privacy policy (http://www.google.com/privacy.html), as updated from time to time.
Google Desktop may collect certain non-personally identifiable information that resides on your computer, including, without limitation, the number of searches done on your computer and the time it takes to see results on your computer. Unless you choose to opt out, either during installation or at any time after installation, non-personally identifiable information collected will be sent to Google. In addition, if you register with Google (and you will need to do this if you download Google Desktop for Enterprise ), Google collects personal information about you, such as your name, company details, email and phone number.
This information will be used by Google: (a) for purposes of operating and improving future versions of Google Desktop; and (b) administration of your account. In all cases information may be stored and processed in the United States or any other country in which Google or its agents maintain facilities and by downloading Google Desktop you consent to any such transfer of information outside of your country.
Intellectual Property
You acknowledge that Google or third parties own all right, title and interest in and to Google Desktop, and software or content provided through or in conjunction with Google Desktop, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all patent rights, copyright, trade secrets, trade and service marks, design rights, rights in or relating to databases, rights in or relating to confidential information and any other intellectual property rights throughout the world, whether registered or unregistered and including applications for any such rights.
You agree to (and agree not to allow third parties to) not remove, obscure, or alter Google's or any third party's copyright notice, trade marks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Google Desktop.
Feedback
If you have comments on Google Desktop or ideas on how to improve it, please visit http://desktop.google.com/feedback.html. Please note that by doing so, you also grant Google and third parties permission to use and incorporate your ideas or comments into Google Desktop (or third party software or content) without further compensation.
Changes to Terms and Conditions
Google may update these Terms and Conditions from time to time. If Google updates these Terms and Conditions it will let you know by email, via the automatic Updates process, by posting a message to site from which users download Google Desktop or by using another method which it considers appropriate. If you do not agree with any changes to the Terms and Conditions, from time to time, please do not continue to use Google Desktop.
Disclaimer
If you are a consumer, nothing in these Terms and Conditions shall affect your statutory rights.
To the fullest extent permitted by law, Google Desktop is provided "as is".
To the fullest extent permitted by law, Google disclaims all implied warranties, conditions and others terms including, without limitation, those regarding the security, reliability, timeliness, and performance of Google Desktop.
Limitation of Liability
Nothing in these Terms and Conditions shall exclude or limit liability for: (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c) breach of any implied condition as to title or quiet enjoyment; or (d) any liability which may not by law be excluded.
Subject to the first paragraph of this clause, neither party shall be liable under or in relation to these Terms and Conditions or their subject matter (whether such liability arises in tort (including negligence), beach of contract, misrepresentation or otherwise) for:
(a) any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings);
(b) the cost of obtaining similar or substitute services from anyone;
(c) any loss of goodwill or reputation; or
(d) any special, indirect or consequential losses;
in each case, whether or not such losses were within the contemplation of the parties at the date of acceptance of these Terms and Conditions.
Subject to the first paragraph of this clause, Google's total liability under or in relation to these Terms and Conditions or their subject matter (whether such liability arises in tort (including negligence), beach of contract, misrepresentation or otherwise) shall not exceed £5.
Subject to the first paragraph of this clause: (a) under no circumstances shall Google be liable to any user on account of that user's misuse of Google Desktop; and (b) neither party shall be liable for any matter which is outside that party's reasonable control.
Miscellaneous Provisions
These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales and you and Google hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these Terms and Conditions. Notwithstanding the preceding sentence, nothing in these Terms and Conditions shall restrict or limit Google seeking injunctive or similar relief in any jurisdiction.
If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect.
Google may assign its rights and/or obligations under these Terms and Conditions (in whole or in part), at any time, without your consent.
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Google and/or a third party who makes its software and/or content available in conjunction with or through Google Desktop.
Nothing in these Terms and Conditions shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to these Terms and Conditions, except that this clause shall not restrict or limit the rights of any lawful assignee under these Terms and Conditions to exercise the rights and benefits conferred on him by the assignor.
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