INTUIT TERMS OF SERVICE FOR INTUIT FULL SERVICE PAYROLL SERVICES AND FOR ACCOUNTING PROFESSIONALS

Thank you for selecting the Services offered by Intuit Payroll Services, LLC. and/or its 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.

I. GENERAL TERMS

1. AGREEMENT

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

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

2. YOUR RIGHTS TO USE THE SERVICES

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

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

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

3. PAYMENT

3.1. 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.

3.2. 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.

3.3. You must pay with one of the following:

3.3.1. A valid credit card acceptable to Intuit;
3.3.2. A valid debit card acceptable to Intuit;
3.3.3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
or
3.3.4. By another payment option Intuit provides to you in writing.

3.4. 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.

3.5. 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.

3.6. Intuit will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

3.7. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. USE WITH YOUR MOBILE DEVICE

4.1. 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.   

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

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

5. YOUR PERSONAL INFORMATION

5.1. 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 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 Intuit data to improve your services, or to design promotions and provide ways for you to compare business practices with other users by using their non-identifiable aggregated data.

5.2. California Consumer Privacy Act. For the purposes of the California Consumer Privacy Act (“CCPA”), Intuit shall be considered a Business and/or Third Party, as applicable. Where Intuit acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Intuit is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable Intuit to share any and all Personal Information you provided with any Intuit company, including Intuit Inc. and any parent, subsidiary, affiliate, or related company of Intuit Inc. (collectively, the “Intuit Family Companies”), and use any such Personal Information in connection with any and all Intuit Family Companies’ internal operations and functions, including, but not limited to, improving such Intuit Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Intuit Family Companies does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.

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. 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.
6.2. 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:

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

6.3. 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. 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.

6.4. 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.

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

7. ADDITIONAL TERMS

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

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

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

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

8. DISCLAIMER OF WARRANTIES

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

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

9. LIMITATION OF LIABILITY AND INDEMNITY

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



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

10. CHANGES

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

11. TERMINATION

Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT RESTRICTIONS

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

13. GOVERNING LAW

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

14. DISPUTES

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

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or rescission of this Agreement.

15. GENERAL

This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that Section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: transfer_license@intuit.com.
 
May 2020

II. ADDITIONAL TERMS AND CONDITIONS FOR THE 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. INTUIT FULL SERVICE PAYROLL SERVICES AND FOR ACCOUNTING PROFESSIONALS ("SERVICE")

1.1. USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT SERVICE, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service.

1.2. Intuit Payroll Services, LLC has, with the cooperation of Computing Resources, Inc., arranged for you to receive payroll tax services, including related tax filings and preparation of W‐2s through the Service.

1.3. You may use the Service only for paycheck direct deposits and/or state and federal payroll tax payments and related tax filings and W‐2s. The Service does not include obtaining your access to the Internet for connecting to the Service. The Service does not include furnishing paychecks or advice of deductions or direct deposit to your employees. The Service may not, for certain jurisdictions, include processing of local taxes or taxes not deducted as part of payroll, and does not include processing of non‐state or federal tax funds withheld from employee paychecks, including but not limited to, wage garnishments, retirement account contributions, or insurance premiums. The Service may not be available to employers with employees in certain states, and there may be restrictions on the number of employees for whom payroll can be processed. Optional special processing requests (“Special Processing”) may be available as part of the Service for an additional charge.

1.4. For Accounting Professionals, by accepting this Agreement, you also accept the Client Payroll Service Agreement with each client for which you enable client log-in and warrant and covenant that you will obtain your clients’ agreement to the Client Payroll Service Agreement. You can review the terms of the Client Payroll Service Agreement. You agree to perform your rights and obligations under the Client Payroll Service Agreement so as to effectuate, to the extent possible, Intuit's rights and obligations under this Agreement with respect to your clients. No agreement between you and any of your clients can modify Intuit's rights and obligations to you or your clients under the Client Payroll Service Agreement.

2. Fees

2.1. Any applicable sign-up fee for the Service is due when you first contact us to arrange for the Service, and we may charge your bank account or credit card at that time.

2.2. We will charge the payment method designated on the website for the posted fees for the Service you select. We will also charge you for any sales, use or other taxes applicable to the Service. We charge additional fees for exceptions, special processing, setup, and additional supplemental services, which include but are not limited to, support services for tax notices, corrections, amendments, W2C/1099, entity change, third party sick pay, cancellations, year-end filings and reactivations that may also be posted on our website. We may change the schedule of fees or the terms of this Agreement from time to time. We will post the revised fees and/or Agreement on our website. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.

2.3. If we cannot collect fees due to limits on your financial account or any other reason, or if you sign up for electronic payment options and we cannot collect amounts due because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus our exceptions processing fees, plus any bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In addition, we may terminate this Agreement, discontinue the Service (either entirely, or only with respect to electronic payment options, in our sole discretion) and avail ourselves of any other available remedy. We may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

3. Customer Support

3.1. For Accounting Professionals, we provide customer support to help you set up your payroll or your clients’ payroll correctly and run your payroll using the Service. We will answer questions about your clients' payrolls, as well as questions about your own payroll. Free live support may be available by telephone or online, according to our standard practices as described on the website.

4. Payroll Accuracy Requirements

4.1. The information you provide to us must be accurate and complete, otherwise the tax calculations may be wrong, and the Service may not perform correctly. Intuit will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. In the event that Intuit becomes aware of any tax agency information that is inaccurate, Intuit reserves the right to input the correct information.

4.2. Intuit will not be liable in any way if the Service cannot be performed completely or accurately because of anything not reasonably within our control, including problems with the Internet or inaccurate or incomplete information you provide to us. If we make a mistake in performing the Service, our responsibility will be only to make the correct Payment or file the correct report and pay any tax interest or penalty caused by our mistake. In no event will we be liable for any indirect, special or consequential damages, even if we know that they are possible. If these remedies fail of their essential purpose, Intuit’s maximum liability will equal the fees you have paid for the Service.

5. Money Movement Services

5.1. Intuit Payments Inc. Intuit and its subsidiaries and/or affiliates offer payments functionality as features of the Service (the “Ancillary Payments Services”). To the extent that your use of the Ancillary Payments Services involves the transmission of funds in connection with payroll processing, payroll tax payments, or related payments services (collectively, “Money Movement Services”) such Money Movement Services are provided to you by Intuit Payments Inc. (“IPI”), a licensed money transmitter. Please note that while the Money Movement Services are provided by IPI, under certain circumstances IPI is not required to provide such services under its money transmission licenses. All references in this Agreement to “Intuit,” “we,” “us,” “our,” or similar terms, shall be understood to mean IPI solely with respect to the provision of Money Movement Services.

5.2. General Conditions for Money Movement Services.

5.2.1. The Money Movement Services are available only in the United States (but not the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and possessions). To be able to use the Money Movement Services, you: must not be domiciled, reside, or have a principal place of business outside the United States; must not be engaged in any illegal activity or any activity reasonably likely to cause notoriety, harm, or damage to the reputation of Intuit, IPI or any banks or other service providers we use to provide the Money Movement Services; must not be listed on any other third party or governmental sanctions lists; and must comply with the Acceptable Use Policy. If you are engaged in any of the prohibited activities, business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use the Money Movement Services. In addition, you may not, and may not attempt to use the Money Movement Services to transfer funds to a person, entity, or jurisdiction outside of the United States or in any instance in which such transactions are prohibited by law, nor may you use the Money Movement Services for any funds transfers not part of the Ancillary Payments Services.

5.2.2. From time to time, IPI may publish additional guidelines, policies, and rules (collectively “IPI Policies”) regarding the Money Movement Services and will provide appropriate notice to you regarding such IPI Policies. Consistent with any such notice provided to you, you understand and agree that your use of the Money Movement Services must be consistent with such IPI Policies, and agree to provide any information we deem necessary to verify your compliance with such IPI Policies.

5.2.3. In order to comply with applicable federal laws relating to anti-money laundering and terrorism financing, including the USA PATRIOT Act and the Bank Secrecy Act, IPI may request that you provide information beyond what is required for your use of the Service, including but not limited to: a copy of a government-issued ID (such as a passport or driver's license); your business license; taxpayer ID number; financial or bank statements; utility bills; or your personal or business tax returns. In addition, you agree and authorize IPI (directly or through third parties) to make any inquiries we consider necessary to verify your or, in the case of an entity, the principals’ and/or owners’, identities, or to determine your current and ongoing creditworthiness, financial status, and/or ability to perform the obligations hereunder. This may include asking you to confirm email address, mobile/phone numbers, or bank accounts, or verifying information you have provided using third-party databases (including by obtaining your individual and business credit report, personal profile, or other information from one or more third-party databases). You consent to IPI updating your account information from time to time based on information provided by you, your bank, other payments services providers, or other data sources used to evaluate the current status of the business and/or its owners.

5.2.4. IPI may establish processing limits and assign a maximum dollar amount for Money Movement Services provided to you during any applicable period of time identified by IPI. Consistent with obligations under applicable state money transmission laws and federal anti-money laundering laws, IPI may, in its sole discretion, place holds on any Payments (as defined below) initiated by you in order to protect against potential risk or fraud. Reasons for holds are proprietary to IPI and Intuit and may be based on multiple factors, including, but not limited to: (1) no or limited payments processing history with Intuit; (2) past performance or standing of your account, including changes in charge volume; or (3) businesses offering higher risk goods or services. You understand and agree that IPI’s evaluation of risk may result in your ineligibility for some or all Money Movement Services provided in connection with the Ancillary Payments Services, including with respect to the settlement timing for Payments (subject to applicable restrictions under state money transmission laws). IPI also reserves the right, in its sole discretion, to review and reject any Payment. If a Payment is cleared after review, we will provide notice to you. Otherwise, we will attempt to cancel the Payment and your funds may be returned. IPI will have no liability for any losses, either direct or indirect, which you may attribute to any hold, review, or other delay or suspension of a Payment.

5.2.5. IPI reserves the right, in its sole discretion and with or without notice or cause, to suspend or terminate the provision of Money Movement Services, including without limitation, if: (1) we have reason to believe that fraudulent transactions or other activity prohibited by this Agreement has occurred; (2) such action is necessary to prevent loss to us; or (3) you violate any portion of this Agreement, including the Acceptable Use Policy. Upon termination, your ability to use the Ancillary Payments Services may be limited as we will not be able to facilitate transmissions of funds on your behalf. Any funds that remain in your account for any reason, including your abandonment of your account or your failure to remedy any deficiencies in the information we are required to collect for anti-money laundering purposes, for the applicable time period as mandated or allowed by applicable law may be remitted to your state of residency or otherwise in accordance with unclaimed property laws. We may also unwind transactions or direct funds to specially designated accounts pursuant to anti-money laundering, sanctions or other compliance requirements.

5.3. IPI Provision of Money Movement Services.

5.3.1. The Ancillary Payments Services provide functionality to enable you to track, calculate, and initiate payroll and other payments to employees and tax payments to taxing authorities. Specific conditions and requirements for each of the Ancillary Payments Services is provided below. This section describes rights, responsibilities, and obligations with respect to the transmission of funds on your behalf in connection with the Money Movement Services.

5.3.2. With respect to the Money Movement Services, you are the “Payor” and the person or entity you are seeking to pay (which may be a vendor, taxing authority, or Employee, as defined below) is a “Payee.” As a Payor, an eligible transfer of funds to a Payee that you initiate through any of the Ancillary Payments Services, in accordance with the specific terms set forth below and any instructions provided through the applicable software, constitutes a “Payment.” When you make a valid Payment request, IPI receives funds from you and transmits the funds to the Payee in accordance with your instructions.

5.3.3. To use the Money Movement Services and to initiate a Payment, your bank account must be a demand deposit account with an eligible financial institution capable of enabling Automated Clearing House (“ACH”) transactions and such account must be identified when you enable the Ancillary Payments Services (“Your Account”). You can change Your Account in accordance with instructions provided through the Service settings. Please note, however, that under certain circumstances IPI reserves the right to use wire drawdown requests or other funding methods (collectively “Debits”) to fund your Payments.

5.3.4. You may request that IPI initiate a Payment to a Payee or Payees online (“Payment Transaction(s)”). After you submit your Payment Transaction, IPI will confirm receipt of the Payment request. Your Payment Transaction will not be processed if you do not receive our confirmation before the Payment Transaction is over. However, a confirmation does not mean that your Payment Transaction is error-free, and if errors are detected later we may be unable to complete your Payment Transaction. We will make reasonable efforts to tell you if we cannot complete your Payment Transaction. Payment Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

5.3.5. IPI generally processes Payment Transactions using the ACH. Such transactions are governed by the rules of the National Automated Clearing House Association (“NACHA”). NACHA may amend these NACHA Operating Rules at any time. By initiating a Payment, you authorize IPI to initiate credit and debit entries to Your Account, and to send Payments electronically or by any other commercially accepted method to the Payee or Payees you have designated and pursuant to instructions you provide with your Payment Transaction. You also authorize and direct the depository financial institution that holds Your Account to charge each debit to Your Account for that amount to be credited to IPI, and to respond to inquiries from IPI regarding your information and Your Account. This authorization will remain in full force and effect until IPI has received written notification from you of its termination in such time and in such manner as to afford IPI and the depository financial institution that holds Your Account a reasonable opportunity to act on it. For Payees that will receive disbursements via ACH, you agree to obtain the Payee’s consent to credit their bank account and initiate a disbursement over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules. You also agree to maintain the security and integrity of all information that you collect and/or provide to IPI that IPI uses to process a Payment Transaction, whether using the ACH or otherwise.

5.3.6. We may refuse to process your Payment Transaction if we reasonably believe that Your Account balance is insufficient to cover the dollar amount of the Payment Transaction or for any other reason we deem reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, we may: (1) reverse any corresponding credit issued to IPI, you, your Payees or any other party without liability to you or any other party; (2) reverse direct deposit transactions; (3) refuse to perform further Services; (4) apply any money currently held by IPI to any amount owed to us by you; (5) charge you a one-time insufficient funds penalty fee; and/or (6) report this information to any and all credit agencies and/or financial institutions. We may assess and collect interest on any amounts due and unpaid 10 days after demand. If further collection attempts are required, all of our collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This Section shall, to the extent applicable, survive the termination of this Agreement.

5.4. In some cases, we may need to obtain your user name and password and any other login information to access the websites of federal and state tax agencies to submit and file payroll taxes on your behalf. By enrolling in the Service, you agree to provide Intuit with this login information.

6. Bank Verification

6.1. As a condition of using the Service, and prior to Intuit’s processing of your first payment Transaction, Intuit will verify any account information you provide. The verification process may include sending you texts, voice calls, or automated voice calls. If you provided us with your mobile phone number, you agree that we may send text or voice messages to that number, including autodialed or pre-recorded calls.

6.2. You agree that Intuit may also do the following as part of the verification process:

6.2.1. Verify Your Account information by debiting between $0.01 and $0.99 from Your Account, then immediately crediting the same amount back to Your Account. You will be required to verify the amount debited and/ or credited from Your Account.
6.2.2. Verify Your Account by using your login credentials to your bank or other financial institution and we may also ask you questions pertaining to your bank balance and/ or recent credit/ debit transactions. You agree to input your login credentials through an online portal provided by Intuit as part of this verification process.

6.3. You hereby grant Intuit a limited power of attorney to initiate the actions in this Section 6 as part of the Service bank account verification process.

6.4. Failure to successfully verify the micro debits and/or credits and/or log in to your bank or financial institution within the time specified by Intuit will result in the inability to process Payment Transactions.

6.5. Intuit will only use this verification process to screen for fraud and will not otherwise debit Your Account, except for your use of the Service.

7. Funding

7.1. You are solely responsible for ensuring that, no later than 8:00 a.m. Pacific Time on the second banking day prior to a scheduled Payment date, you will have sufficient funds in Your Account to fund your Payments. Otherwise, there may be additional charges or your payroll may not be processed. Debits will be charged to your account one banking day before the check date. After that no interest or earnings will accrue to you by your financial institution.

7.2. You or your clients, as appropriate, may request direct deposit ("Direct Deposit") of employees' or contractors' paychecks. You represent and warrant that (a) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (b) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, and (c) your Payments comply with the laws that apply to them. In case of any reversing entry for a paycheck direct deposit, you will tell the affected person before the entry is sent. You are responsible for maintaining employee authorizations and all applicable record retention. The Service does not include furnishing any advice of direct deposit to customer’s or clients’ employees.

8. Customer Agent of Third Party

8.1. If you are using the Service as the agent of your client, you warrant that you have obtained all necessary and proper authorizations from your client to act as his, her or its agent in authorizing and using the Service on your client’s behalf, and accept all liability arising from using the Service as your client’s agent.

9. Monitoring of Calls

9.1. For quality assurance, Intuit may monitor or record telephone calls you make to us in connection with the Service.

10. W-2 Transfer Option

10.1. When you sign up for the Services, you may have the option of sending W-2 information to TurboTax® software or services for the benefit of your employees or your clients’ employees, as long as you are an active subscriber. This means that W-2 data will be transmitted via an encrypted, secure connection to the TurboTax servers for automatic download into TurboTax if your employees elect to use the tax filing software or services and choose to import their W-2 data automatically. You will have the option of turning off this functionality within the product. If you turn the functionality off, your employees will not have the ability to download their W-2 data electronically into TurboTax software or services.

11. Setup Services

11.1. Provide Setup Information. To enable you to more rapidly begin utilizing the payroll services you agree to provide Intuit with all information necessary to enable Intuit to establish payroll services to you as provided for in the Agreement (collectively "Setup Information"). You will provide Intuit with Setup Information in one or more of the following ways. Intuit will direct you to provide information in a manner that will result in the most accurate and rapid method for completing the Setup Services.

11.1.1. Providing Intuit (by such methods as email, fax or other electronic means as instructed by Intuit) with true, correct and complete business information (including payroll, tax and employee information), and any other payroll setup information, completed forms and other data necessary for the Setup Service;
11.1.2. Establishing Intuit as an authorized user of your existing payroll service offering and providing Intuit with log of credentials unique to Intuit that provide limited access rights to records necessary to enable the Setup Services;
11.1.3. We may request that you use a web-based portal to input your user name, password and any other login information for your existing online payroll service. Your information is encrypted and transmitted using secure socket layer technology, making it unreadable during transmission. We may use this information to automate the retrieval of, or to obtain Setup Information. If we store your login credentials, we will maintain and encrypt them on our firewall-protected servers.
11.1.4. Participating in calls with your existing payroll service provider and an Intuit representative to obtain necessary Setup Information;
11.1.5. Providing uninterrupted access to your QuickBooks or non-Intuit financial management software data files, either via upload to Intuit's FTP site in accordance with Intuit's instructions or via remote desktop connection access; and
11.1.6. Responding to Intuit communications and requests for information, and reviewing information provided or prepared by Intuit promptly and reasonably in advance of and during the Setup Service process, notifying Intuit of any errors.

11.2. Grant of Access Rights to Intuit. You hereby represents that you are the legal owner of your Setup Information and that you have the authority to appoint, and hereby expressly does appoint, Intuit as your agent with limited power of attorney to access and retrieve your Setup Information on your behalf. You grant to Intuit and persons working on its behalf the rights to access and use the Setup Information in the manner set forth in this Agreement. You are responsible for ensuring that the grant of these rights to Intuit is permissible under the terms of your agreements with any third parties.

11.3. Taxpayer ID Numbers. You agree and acknowledge that Intuit will not be able to complete the Setup Service for all tax jurisdictions until you have applied for and received your agency account ID(s) in connection with enrollment with the appropriate payroll taxing authority(ies) in your jurisdiction(s) ("Account ID(s)"). Intuit will assist you in applying for Account ID(s) with the appropriate taxing authority(ies), but the turnaround times with such authorities vary and are not within Intuit's control. The time required to get Account ID(s) may be approximately ten (10) business days or even longer in certain jurisdictions.

11.4. Verify Information. Upon Completion of Setup Services. Intuit will take appropriate care to ensure the accuracy of its work, but cannot ensure that the source files used, information provided by other service providers or company personnel are accurate. Accordingly, Intuit will inform you when it has completed the Setup Services so that you can perform a review of your information. It is your responsibility to verify the accuracy of all the information and confirm with Intuit that the information input by Intuit is acceptable to you before commencing the Intuit payroll services.

11.5. Commencement of Setup Services. Upon completion of the Setup Service and after you have verified and confirmed your information, Intuit will assist you in the steps necessary to commence your payroll services with Intuit. At that time the Setup Services will be complete.

11.6. No Legal Advice. Intuit is not providing to you, and the Setup Service provided hereunder is not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that except for the limited purpose of accessing your Setup Information, Intuit is not acting as your agent or fiduciary in connection with your use of the Setup Service.

11.7. No Obligation to Provide Services. Intuit reserves the right to refuse to provide the Setup Service to you and, in such instances, will refund any fees for the Setup Service paid by you to Intuit.

12. Mobile Device Option

12.1. Mobile access requires an active subscription to the Service and may not be available for all mobile devices or telecommunication providers. You will need to check the Services website to ensure your mobile device and telecommunications provider is compatible with Intuit Online Payroll. Intuit is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by Intuit at any time with reasonable notice to you. Your access to the Services via a mobile device is also subject to the following: (i) telecommunications provider rates and fees, which are your sole responsibility; and (ii) the terms of your agreement with your mobile device and your telecommunications provider.

12.2. IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREEMENT, INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

12.2.1. THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICE AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;
12.2.2. ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
12.2.3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE SERVICE.

12.3. Apple Requirements. If you downloaded the Services from the Apple iTunes App Store, the following terms also apply to you:

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

13. Online Data Transfer

13.1. You may have the option to transfer your data files from the Service in order to facilitate certain interoperability, data integration, and data access between the Service and certain supported ancillary services (the “Ancillary Services”) you may sign up for and use in connection with the Service (the “Online Data Transfer”). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Service, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company data files will be transferred via the Internet to Intuit’s servers (the “Transferred Files”); where you grant Intuit the right and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Service. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a “Data Transfer”). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Online Data Transfers to that Ancillary Service.

13.2. If you authorize an Online Data Transfer for a third party Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over any third party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and conditions. Intuit does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Service.

14. Termination of this Agreement

14.1. You may terminate this Agreement by giving notice in accordance with then‐current termination and cancellation policies set forth on the website for the Service or otherwise provided by Intuit to you for the Service. The foregoing notwithstanding, Intuit may terminate this Agreement and discontinue the Service to you immediately on notice to you of your breach of any of the terms and conditions set forth in this Agreement.

14.2. Without limiting Section 5.2.5 above, Intuit also reserves the right to immediately terminate this Agreement and discontinue the Service to you at the occurrence of any of the following events:

14.2.1. We receive a non sufficient funds return against any tax or direct deposit debit from your bank.
14.2.2. You have ceased to trade, become insolvent, entered into bankruptcy or are unable to pay your debts.
14.2.3. There is a regulatory change limiting our ability to provide the Service.
14.2.4. You have violated the terms of any agreement between you and Intuit.

14.3. Upon termination you must immediately stop using the Service and any outstanding fees will become due. Any termination of this Agreement shall not affect Intuit’s rights to any fees due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of the Service may apply based on the specific terms for the Service provided by Intuit to you.

15. Modification of the Services/or Agreement

15.1. From time to time we may change these terms governing the Service, including any Special Processing options, the fees in effect for it, and processing requirements such as cutoff times. We will send you current terms, fees and other requirements on request. We will notify you of these changes as required by law. Using the Service after we send notice of changes will be considered your agreement to the changes. Any sales, use or other taxes payable on the Service which we must pay will be collected in the same way your fees are paid. Intuit may also review your use of the Service, your credit status or other factors from time to time, and may terminate the Service after such a review.

16. By accepting these terms and/or continued use of the Service, you agree that the Service will operate as described in this Agreement.

This Agreement will be governed by California law applying to agreements made and performed entirely in California, excluding that body of law related to choice or conflict of law. It will stay in effect until the term of this Agreement ends; or if we receive written notice from you that it has been terminated, and we have a reasonable opportunity to act on the notice; or until we terminate the Service by notifying you. If you terminate the Service, no fees you have already paid will be refunded.
 
May 2020