INTUIT TERMS OF SERVICE FOR
PROCONNECT TAX SERVICES, INTUIT LINK, INTUIT PRACTICE MANAGEMENT, AND INTUIT TAX ADVISOR

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

A. GENERAL TERMS

1. AGREEMENT

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

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:


2.3 These Services are not intended for use by the United States federal government or other entities utilizing federal appropriated funds to acquire a license to the Services (collectively “Federal Users”). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the Services, such license is hereby nullified and declared void and no contract between Intuit and a Federal User shall result from such purported acquisition. Intuit reserves the right in its sole discretion: (i) to cancel any Services order placed by a Federal User (either directly from Intuit or from any third party) at any time, including but not limited to, after such Services has been provided to the Federal User at issue, and (ii) to restrict such Federal User’s access or use of the Services.

3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless Intuit or its third party affiliate 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:

  1. 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.
  2. You must pay with one of the following:
    1. A valid credit card acceptable to Intuit;
    2. A valid debit card acceptable to Intuit;
    3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
      or
    4. By another payment option Intuit provides to you in writing.
  3. 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.
  4. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, 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.
  5. If applicable, Intuit will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are canceled or terminated under this Agreement.
  6. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. USE WITH YOUR MOBILE DEVICE

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

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

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  2. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  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. You can view Intuit’s Global Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Intuit Global Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your personal information according to the Intuit Global Privacy Statement, as part of the Services. This means that Intuit may use your personal information to improve the Service or to design promotions and develop new products or services for you, including developing insights about you and others whose personal information you may input into the Services and for analysis to improve, design and develop the Services. When you use the Services to enter personal information of another, you agree that you have the rights and/or permissions to do so. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

As such, some personal information, including tax returns from Tax Year (defined in Part B, below) may be accessed or shared within Intuit and stored in countries outside of our country to the extent permitted by applicable law. Tax return information excludes non-personally identifiable information concerning your use of the Intuit tax services - e.g., which screens you viewed.

Intuit will follow internally set guidelines and use care in the disposal, destruction, or de-identification of personal information to prevent unauthorized parties from gaining access to personal information.

6. CONTENT AND USE OF THE SERVICES

6.1 You are responsible for your content.

  1. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Notwithstanding the foregoing, to the extent that any Content you provide to Intuit relates to or could be associated with any of your customers or users who are California residents ("Personal Information") Intuit will use such Personal Information as needed to deliver the Services or as otherwise described in Section 7.5. 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 provide through your use of the Services.
  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:
    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;
    2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
    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;
    4. Virus, trojan horse, worm or other disruptive or harmful software or data; and
    5. Any Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.2 Restricted Use of the Services. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Intuit or could subject Intuit to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Intuit’s opinion, is prohibited under this Agreement; (v) any other activity that places Intuit in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Intuit system or network or to breach Intuit’s security or authentication measures, whether by passive or intrusive techniques. Intuit reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

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

6.4 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 in-Service alerts or messages, email and/or by posting critical notices 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.

7.5 Intuit is a service provider. The parties agree that, for purposes of this Agreement, you are a Business and Intuit is a Service Provider. Notwithstanding anything else in this Agreement, Intuit shall not (1) retain or use such Personal Information other than as needed to perform the Services or as otherwise described herein or (2) sell or otherwise disclose such Personal Information except to Service Providers needed to render the Services, except that you hereby instruct Intuit to Aggregate and Deidentify the Personal Information as needed to analyze and improve the Services, including to the extent permitted by applicable law, other Intuit products and services. Notwithstanding the foregoing, you understand and acknowledge that while we act as a Service Provider under applicable data protection laws, we may nonetheless provide your customers with the ability to access and import their Personal Information which you collect through your use of the Services, including tax return information. You acknowledge that once their Personal Information is imported into other Intuit products and services, it may be used and disclosed in accordance with Intuit’s Global Privacy Statement. Intuit certifies that it understands and will comply with its obligations under this Section 7.5.

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, 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 provisions.

14. DISPUTES.

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.


If you are a U.S. customer:


You and Intuit agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

Either you or Intuit can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Intuit may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Intuit are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Platform.

If you elect to seek arbitration, you must first send to Intuit a written Notice of your Claim ("Notice of Claim"). The Notice of Claim to Intuit should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Intuit to use to contact you. If Intuit elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Intuit, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

You and Intuit agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Intuit therefore agree that, after a Notice of Claim is sent but before either you or Intuit commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Intuit is represented by counsel, its counsel may participate in the conference as well, but Intuit agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Intuit may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and Intuit are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Intuit during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Intuit agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the 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, except as modified by this Agreement. Unless Intuit and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Intuit company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Intuit will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.

Unless you or Intuit seek to have a Claim resolved in small claims court, , the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Intuit and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or Intuit prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Intuit will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Intuit, and you and Intuit waive any objection to such fee modification.

You and Intuit agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and Intuit agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Intuit believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that Intuit may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.


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.

April 2022


B. ADDITIONAL TERMS AND CONDITIONS FOR PROCONNECT TAX, INTUIT LINK (“PROCONNECT TAX SERVICES,” “SERVICE,” or “SERVICES”) AND OTHER OFFERINGS INCLUDING INTUIT LINK, INTUIT PRACTICE MANAGEMENT (“IPM”) AND INTUIT TAX ADVISOR (“ITA”)


IMPORTANT NOTICE: THESE ADDITIONAL TERMS AND CONDITIONS ALSO APPLY TO YOU AND SHALL PREVAIL OVER ANY CONFLICT OR INCONSISTENCY WITH THE GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the Terms of Service Agreement.

1. LICENSE AND RESTRICTIONS

1.1 Intuit hereby grants you nonexclusive, nontransferable right and access to use the Services solely to prepare valid federal and supported state tax return(s) for which you have paid the applicable fee(s), and after proper registration and any applicable payment, to file electronically and/or print such tax return(s). All proprietary rights in the Services and legal title thereto shall remain in Intuit or its licensors.

1.2 You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense the Services (including offering the Services to third parties on an applications service provider or time-sharing basis); (b) create derivative works based upon the Services or any part thereof; (c) copy the Services in whole or part, or use trade secret information contained in the Services, (d) to develop software or services to interface with the Services. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Services, 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 Services.

1.3 Intuit shall have the right at any time, in its sole and absolute discretion, to modify or delete features and to change the operating interface in any or all of the Services, or to change the hardware and computer system specifications necessary or recommended to access and use the Services.


2. PROCONNECT PAYMENTS AND SERVICE PERIOD

2.1 ProConnect Tax Services current pricing and bundle discount offerings, as well as pricing for third party add-on services, are provided on the website for the Services. All tax returns pre-ordered and purchased in connection with the ProConnect Tax Services are Tax Year specific. Returns purchased but not used by December 31 of a Service Period, will not rollover to the next tax year. Terms, conditions, features, availability, pricing, fees, service and support offerings subject to change without notice.

2.2 Service Period. As of Tax Year 2021 and later, the ProConnect Tax Service period shall begin on the first day of the following calendar year and expire on the last day of the same calendar year (“Service Period”). For the avoidance of doubt, the Service Period for Tax Year 2021 is January 1, 2022, through December 31, 2022.

2.3 ProConnect Tax Service Order Cancellation/Refund Policy. If you purchase tax returns between the date of first availability of the next Tax Year, but before the current Service Period charge date (typically early January), you may cancel your order. If you don’t cancel your order by such date, your credit card will be charged. In the event, you purchase returns after the current Service Period charge date (typically early January), Intuit shall issue a refund on unused returns within thirty (30) calendar days from your purchase date. No other refund requests shall be honored.

2.4 ProConnect Tax Service Account Cancellation. Upon cancellation or the termination of your account, you will not have access to the data and other Content you uploaded to the Services. Please follow in-product instructions to cancel your account. We suggest that you retain your own copies of any data or Content that you may need, as Intuit is not responsible for providing you access to the Services or your data or Content after any cancellation or termination of this Agreement.


3. REPRESENTATION BY YOU

YOU REPRESENT TO INTUIT THAT THE FIRM NAME AND ADDRESS PROVIDED BY YOU IN THE SERVICES REGISTRATION PROCESS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY YOU IN THE NORMAL COURSE OF BUSINESS. You represent and warrant that the Primary Firm Name and Address submitted in the Tax Online Services Registration Process should match the firm name and address in Intuit Tax Online records and the firm name and address you provided to the IRS as part of your firm’s EFIN registration.

You acknowledge that this firm name and address will appear in the "Paid Preparer" designation on tax returns processed using the Tax Online Services. ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION THAT APPEARS IN THE "PAID PREPARER" DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF INTUIT'S REGISTERED COPYRIGHTS (except to the extent the Services contains functionality permitting: (a) the preparation of “self-prepared” or “non-paid preparer” returns; or (b) an alteration, deletion, modification or change of such “paid preparer” designation expressly authorized by Intuit as evidenced by Intuit’s records).

Intuit has the right at any time, in its sole and absolute discretion, to condition your use of the Services upon your payment of applicable charges. Additionally, Intuit reserves the right at any time, in its sole and absolute discretion, to suspend and/or terminate your use of the Services if you are delinquent in the payment of any charges owed to Intuit, including, without limitation, checks returned to Intuit for insufficient funds and denied credit or charge card amounts.


4. ELECTRONIC FILING SERVICES AND PRODUCT SUPPORT

4.1 Electronic Filing Services If you choose to file returns electronically, the tax returns will be transmitted electronically to the Intuit Electronic Filing Center, where they will be transmitted to the applicable federal or state taxing authority. Intuit will retain any records required by law. Intuit cannot guarantee that the taxing authority will accept a return due to circumstances beyond Intuit’s control (e.g., incorrect user information, malfunction of the tax authority’s system, etc.). You are responsible for verifying the status of returns that you file electronically to confirm that they have been received and accepted by the applicable taxing authority and, if necessary, for filing them manually. By using Intuit's system to prepare and submit tax returns, you consent to the disclosure by Intuit to the IRS and any other tax or revenue authority of all information pertaining to your use of the Services. The Intuit Electronic Filing Center will only accept returns from and transmit returns for Authorized IRS e-file Providers as set forth by the IRS in Publication 3112 and Publication 1345. Intuit reserves the right at any time to require users of the Electronic Filing Service to provide information verifying that they are Authorized IRS e-file Providers using a valid IRS issued EFIN. If you are unable or unwilling to provide information or documentation to verify your validly issued Authorized IRS e-file Provider or EFIN status in a form acceptable to Intuit, or if Intuit is unable to verify or validate your status, Intuit may block your access or ability to use the Electronic Filing Services or your ability to prepare, submit, process or transmit returns via the Electronic Services. Intuit may at any time and in its sole discretion change or discontinue any aspect, availability or feature of the Services. Year round and multi-year electronic filing is only supported if you are a Customer that has purchased a current year tax form.

The IRS requires Intuit to notify it, in connection with the electronic filing of your tax return, of the Internet Protocol ("IP") address of the computer from which the return originated and whether the email address of the person electronically filing the return has been collected. By using this Service to prepare and submit your tax return, you consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to your use of the Electronic Filing Services.

4.2 Product Support. Intuit may offer, in its sole discretion, product support for the Services using a variety of methods (e.g. remote, Internet, fax and phone) either at no charge to you, as determined by Intuit in its sole discretion, or at Intuit's then current rates, which rates may be changed from time to time by Intuit without notice. Intuit may modify or discontinue offering Product Support at any time, in its sole discretion. Any Product Support offered by Intuit shall not constitute a continuing obligation to provide Product Support

Product Support, if offered, is subject to Intuit’s discontinuation policy. Additionally, you (and not Intuit) are responsible for providing any support to your clients in connection with their use of connected and online services.

5.INTUIT AND THIRD PARTY PRODUCTS AND SERVICES.

5.1 Data Transfer Service.

  1. We may provide you with the opportunity to transfer your data and Content from the Services to certain supported online Third Party Products or online ancillary Intuit services (the “Ancillary Services”) that you sign up for or use in connection with the Services (the “Data Transfer Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary login information from time to time (“Login Details”). We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and appoint and, hereby expressly do appoint Intuit, as your agent with limited power of attorney to access any Third Party Products or Ancillary Services and provide your data to such product or service on your behalf.
  2. With respect to each Data Transfer, you grant Intuit the right and license to use and transfer your data to the Third Party Product or Ancillary Service, and to reformat and manipulate your data as reasonably necessary for the data to function with such product or service. After the transfer occurs, your original data and Content will remain in the Services unless we disclose to you otherwise. You agree that you will (a) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of Intuit or any other party or in furtherance of criminal, fraudulent or other unlawful activity. We do not guarantee that you will be able to use the Data Transfer Service with any Third Party Product or Ancillary Service. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.

5.2 Data Receipt Service.

  1. You may be able to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the “Data Receipt Service”). In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Receipt Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and appoint and, hereby expressly do appoint Intuit, as your agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve your data on your behalf.
  2. You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services in connections with those products and services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of Intuit or any other party or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.
  3. We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Data Receipt Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the Services. Any data obtained through the Data Receipt Service will be made available in the Services, and will be subject to the terms and conditions of this Agreement, including Intuit’s Global Privacy Statement. You grant Intuit the right and license to reformat and manipulate your data obtained through the Data Receipt Service as reasonably necessary for the data to function with the Services.

5.3 Intuit Practice Management (“IPM”). IPM is powered by Karbon. You have the option of using a platform to manage workflows, communicate with teams, and deliver client work in a digital workspace. In addition to the terms provided in this Agreement, your use of IPM will also be subject to acceptance of additional terms and conditions found here.

  1. IPM Uploaded Data; Content; Authorized Users. You agree and acknowledge that you are solely responsible for all data and other Content you upload to IPMservices. Intuit does not control the data or other Content stored with user’s accounts and does not have any obligation to monitor such data or Content for any purpose. You agree that granting authorized users to IPM is voluntary and that you are responsible for revoking any permissions to access IPM from such authorized users.
  2. IPM Payment; Cancellation. Fees apply and you will be charged the applicable subscription fee on a recurring monthly or yearly basis. Upon cancellation or termination, you will be able to access IPM, and only data and other Content you uploaded to IPM up to the end of your subscription term, as specified in your account for the Services. If you choose to have Intuit extract your data or Content from the Karbon live platform, you must contact Intuit customer success within fourteen (14) days from notice of cancellation, suspension or termination to initiate the process. Intuit will not have any liability to you for deletion of any data or Content following fourteen (14) days from such notice of cancellation, suspension or termination. If you previously subscribed to Work Management services from Karbon separately, you will not be entitled to a refund for the remainder of the billing period for the separately purchased Work Management service.

5.4 Intuit eSignature (“eSignature”) eSignature is powered by DocuSign. You have the option to use eSignature functionality upon payment of the applicable fee for each client that uses the eSignature functionality. The eSignature functionality provides you with the ability to have your clients use electronic signature functionality and store those client documents online for TY2021 through December 31, 2022. In addition to the terms provided in this Agreement, Your use of the eSignature functionality will also be subject to the DocuSign Master Services Agreement for Resell Customers found when you register and pay for use of eSignature functionality. Capitalized terms not otherwise defined in the DocuSign Master Services Agreement for Resell Customers have the meanings provided in this Agreement.

5.5Intuit Tax Advisor (“ITA”) Intuit Tax Advisor (“ITA”) is an online Service for tax professionals to offer and create personalized tax strategies and plans. Tax professionals will be able to import and sync data, such as client profile information and full tax returns, from the Services or from other supported Intuit professional tax software products into ITA. If you use Tax Advisor, the following additional terms in this Section shall apply.

  1. ITA Authorization and Use. It is your sole responsibility to ensure your right to use personal and tax return information as contemplated by ITA under Section B8 (“Professional Responsibility”) in this Agreement is valid and current. Intuit will not be held liable in any way if you have not obtained consent from your tax client; or if the functionality cannot be performed completely or accurately because of anything not reasonably within Intuit’s control, including inaccurate or incomplete information provided by you. Intuit is not responsible for any errors resulting from your use of Intuit Tax Advisor.
  2. ITA Credit Use. Use of ITA credits are specific to a calendar year and any unused ITA credits for a specific calendar year will expire December 31 of that calendar year (e.g., credits purchased in and for calendar year 2023 must be used in 2023 or will expire by December 31, 2023). ITA credits may be purchased for a specific calendar year, but access and use to such ITA credits is for such calendar year (e.g., credits purchased in 2022 for calendar year 2023, become accessible January 1, 2023 through December 31, 2023).
  3. ITA Cancellation/Refund Policy. Upon cancellation or termination of your ITA account, you will no longer have access to the Services, including any data or other Content uploaded to ITA. We recommend that you retain copies of any data or other Content that you may need. Intuit is not responsible to provide any access to ITA after cancellation or termination. In the event you are not satisfied with ITA, you may submit a refund request for unused ITA credits no later than thirty (30) calendar days from date of purchase. No other refund requests shall be honored. Cancellation and refund must be submitted at refund request here. Enter all of the required information and then click Submit.
  4. ITA Disclaimer. ITA is provided for educational and information purposes only, without warranty of any kind, express or implied. While effort has been made to ensure accuracy, Intuit, accepts no responsibility for any errors or omissions, or for any consequences arising therefrom. Neither the provision, nor the receipt of any ITA strategy and/or plan, are intended or should be construed or relied upon to be or constitute legal or tax advice.

5.6Intuit Link You have access to Intuit Link during the Service Period you have access to ProConnect Tax Services to collect information from your clients. Intuit Link provides the ability to request documents from your clients and have them stored online for easy sharing and access by you and your client so you can prepare individual client tax returns. Your client will be subject to the Intuit Link Terms of Service when you invite them to use Intuit Link.

5.7Third Party Products By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Intuit is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Intuit or any other party or in furtherance of criminal, fraudulent or other unlawful activity.

5.8 Service Providers. We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your Content with such Service Providers. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.

6. ACCOUNT FEATURES

6.1 Trial Version. If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial ("Trial Period"). You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you do not purchase a license to the Services by the end of the Trial Period, your Content and data may no longer be available to you.

6.2 Beta Features. From time to time, Intuit may, at its sole discretion, include new and/or updated beta features ("Beta Features") in the Services for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Intuit is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

6.3 Free Version. From time to time, Intuit may at its sole discretion, offer free version of the Services to students or educators. If you register for such version, you may not have access to certain features available with the Services, including functionality stated in this Agreement, such as Electronic Filing Services and Intuit Link.

6.4 Updates Intuit may, if practical and appropriate, update the Services from time to time to include revisions related to problem resolution in the Services such as bug fixes and workarounds or for other issues that require revisions to the Services (“Updates”) and make such Updates available to you. However, any such revision of the Services shall be at Intuit’s sole discretion and Intuit shall have no obligation, express or implied, to provide Updates. Intuit shall have the right, in its sole discretion, to withhold access to Updates if you are delinquent in the payment of any charges owed to Intuit including, without limitation, charges for electronic filing fees.

7. PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that as the current system administrator for the your account, (i) you may grant password protected access to the Services for authorized users, but assume all responsibility for granting such access in accordance with the Intuit recommended procedures for this feature, and (iii) agree to promptly report any known unauthorized access.

8. PROFESSIONAL RESPONSIBILITY. You understand and agree that all decisions regarding the tax treatment of items reflected on tax returns prepared by you using the Services are made solely by you and that use of the Services, does not relieve you of responsibility, including those to any third party, for the preparation, content accuracy, and review of such returns. You acknowledge that you are not relying upon Intuit for advice regarding the appropriate tax treatment of items reflected on returns processed using the Services. You agree to review any computations made by the Services and satisfy yourself that those computations are correct.

8.1 You accept full responsibility for: (i) selection of adequate and appropriate Services to satisfy your business needs and achieve your intended results; (ii) use of the Services; (iii) all results obtained from the Services including client files and communications via the mobile app; and (iv) selection, use of, and results obtained from programs, computer equipment or services used with the Services. You also accept full responsibility for any and all liability arising from the preparation of tax returns processed using the Services.

8.2 You agree that Intuit is not and shall not be responsible for retaining records of your clients' tax information, tax returns or other client data, and you hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or relating to, the loss of any such data. Intuit may retain certain client data for its own administrative purposes.

8.3 You accept full responsibility for obtaining any client and other third party consents or authorizations ( in compliance with IRC 7216 and any other applicable governmental law, regulation and licenses) in connection with your use of any services offered in connection with or accessible through the Services (including the transmission to, or processing, storage or retransmission by, Intuit of client tax return information), and hereby represent that you have or will obtain such consents or authorizations. You agree that Intuit is not and shall not be responsible for retaining records of your clients’ tax information, tax returns or other client data, and hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or related to, the loss of any such data. Intuit may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Services functionality, as well as statistical analysis of such data.

8.4 You are solely responsible and liable for the security of the Services and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited. You are responsible for protecting the information on your computer(s) such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer(s).

8.5. Confidentiality. Information about your customers that you provide to Intuit will not be disclosed to third parties without your permission, except in the following instances: (i) to fulfill a request for services you've requested; (ii) to vendors who perform a specific function on behalf of Intuit and its affiliates and have agreed to keep such information confidential; or (iii) when required by law or to comply with a legal process. Such information is available to Intuit personnel on a need-to-know basis, who are trained on proper data handling.

9. INTUIT LINK. You have access to Intuit Link during the Service Period to collect information from your clients. Intuit Link provides the ability to request documents from your clients and have them stored online for easy sharing and access by you and your client so you can prepare individual client tax returns. Your client will be subject to the Intuit Link Terms of Service when you invite them to use Intuit Link.

10. COMMUNICATIONS AND TELEPHONE NUMBERS. You may provide us with your telephone number as part of your customer record or registration. In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as automated text messages and/or auto-dialed messages to the telephone number you provide for verifying your identity, providing you with important critical notices regarding your use of the Services (e.g., new product updates, features or releases; as well as important dates such renewal discounts or deadlines, or changes to tax deadlines, critical alerts, or errors), or fulfilling a request made by you through the Services. Message and data rates apply with short or text messages. Once subscribed you can text HELP for help or contact us at 1-800-200-7599; and can text STOP to cancel all alerts. You agree that such processing is subject to the Intuit’s Global Privacy Statement.

11. APPLE REQUIREMENTS. If you downloaded a mobile app for the Services from the Apple iTunes App Store, the following terms also apply to you:

April 2022