provides access to QuickBase services pursuant to the following terms and
conditions. These Intuit QuickBase Terms of Service apply to both individuals and
Registered Entities (as defined below), and are effective immediately upon your
clicking the "Start My Trial" or upon
accessing the service for which these Terms of Service have been accepted on
your behalf. You may not use the service until you or an authorized entity or
individual who has granted you access, has read and accepted all of the Terms
of Service. As used in the Terms of Service, the terms "you",
"your" or "user" all refer to both the person using the
service in any way, including those registered as, for, or on behalf of a
corporate entity, such as a company, business, affiliated entities,
corporation, government agency, or other business entity (“Registered Entity”)
(i.e., not as an individual) and its employees, subcontractors, affiliates, and
all other persons or entities permitted to access and use the service in any
Provided by Intuit.
third parties acting on Intuit's behalf will provide QuickBase, a web-based service that allows you
to store, retrieve, organize and share data (the "Service"). Subject
to these Terms of Service (including all policies linked to it), Intuit Inc.
("Intuit") hereby grants to you a limited, non-exclusive,
non-transferable, revocable license to access and use the Service solely for your
own internal business purposes. All rights not expressly granted to you herein
are reserved by Intuit and its licensors. You are authorized to access and use
the Service and to otherwise freely use all tools, features, and capabilities
of the Service in accordance with these Terms of Service. In order to use the
Service, you are responsible at your own expense to acquire access to the World
Wide Web, either directly or through devices that access web-based content, and
to pay any service fees associated with such access. In addition, you agree to
provide all equipment necessary to make such connection to the World Wide Web,
including a computer and modem or other access device. You shall not attempt to
access any other of Intuit's systems, programs or data that are not made
available for public use by Intuit.
2. Service Fees.
to pay any applicable fees for the Service plan described on your account page.
If Intuit becomes aware that you have exceeded your usage plan limits, Intuit
reserves the right to charge you for such usage and you agree to pay such
additional fees as required under these Terms of Service. Intuit reserves the
right to change fees for the Service at any time, at its discretion, with
notice to you.
have the option to subscribe to a Service plan that provides for
(a) monthly, (b) quarterly or (c) annual payments. Fees shall be due and payable to
Intuit by credit card or, for annual or quarterly payments only, by check in
advance, on the billing date as displayed in the Service. Intuit reserves the
right to suspend the accounts of Users who fail to make payments on their
plan(s). All fees are non-refundable, in whole or in part, even if the Service
is suspended, cancelled or transferred prior to the end of your monthly, quarterly or
annual payment plan.
Service plans providing for
quarterly payments require an annual commitment.
Users subscribing to such quarterly
payment plans will be responsible for paying all four (4) quarterly payments,
even if the Service is suspended, cancelled or transferred prior to the end of
the twelve (12)-month period starting on the date you subscribe to the quarterly plan.
Service, other Service users, or third parties may provide links to other World
Wide Web sites or resources. Because Intuit has no control over such sites and
resources, you acknowledge and agree that Intuit is not responsible for the
availability of such external sites or resources, and does not endorse and is
not responsible or liable for any content, advertising, products, or other
materials on or available from such sites or resources even if such site or
resource provides a product that may be used in connection with the Service or
contains advertising associated with Intuit’s name or brand. You further
acknowledge and agree that Intuit shall not be responsible or liable, directly
or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with use of or reliance on any such content, goods or services
available on or through any such site or resource.
For details of Intuit's Privacy Statement relating to the QuickBase
Service, click here.
Questions about Intuit’s Privacy Statement, information practices or other
aspects of privacy should be directed to https://privacy.intuit.com/cpi/do/comments or Intuit
Inc., Customer Communications, 2800 East Commerce Center Place, Tucson, AZ
You agree that Intuit is a global
company and may store and access personal data in countries outside of your
home country. Regardless of location, Intuit applies privacy and security
protections and complies with applicable laws. Intuit is registered
with the U.S.
Department of Commerce’s Safe Harbor Program and adheres to the U.S.
Safe Harbor Privacy Principles of Notice, Choice, Onward Transfer, Security,
Data Integrity, Access, and Enforcement.
consideration for your use of the Service, you agree to provide, promptly update, and maintain
true, accurate, current and complete information about yourself in the required
fields as prompted by the Service's registration form(s) (such information
being the "Registration Data"). If you
provide any information that is untrue, inaccurate, not current or incomplete,
or Intuit has reasonable grounds to suspect that such information is untrue,
inaccurate, not current or incomplete, Intuit may suspend or terminate your
account and refuse any and all current or future use of the Service (or any
to comply with Intuit's then-current Acceptable
Use Policy as posted
from time to time. By submitting any "Content" (defined as all your information
or data, any messages or files, pages, data, works, information and/or materials
on, within, displayed, linked or transmitted to, from or through the service,
including any trade or service marks, images, photographs, illustrations, graphics,
audio clips, video clips, email or other messages, metatags, domain names, software
and text or other communications or other information, data, text (including but
not limited to names of files, databases, directories and groups/workgroups of the
same), software, music, sound, photographs, graphics and video transmitted, entered,
or stored by you or any of your users using the Service) to Intuit, you warrant
that: (i) you are the owner of such Content, or have all the rights necessary to
submit such Content to Intuit, and (ii) the use of such Content will not infringe
or misappropriate the intellectual property rights of or otherwise violate the rights
of any third party.
not to copy, sell, rent or sublicense (including offering the Service to third
parties on an applications service provider or time-sharing basis), lease,
loan, redistribute, or create a derivative work of any portion of the Service
(except solely to the extent necessary for you to create applications permitted
under Section 7 (“Application Development and Distribution via QuickBase Exchange”)
of these Terms of Service), use of the Service, or access to
the Service. Such restrictions do not apply to the Content you place on the
Service. You agree not to access the Service by any means other than through
the interface that is provided by Intuit for use in accessing the Service.
A single username or password may not be
used by more than one (1) User. Sharing of usernames by more than one (1)
User is prohibited.
Submitted to the Service.
You acknowledge and agree that
Intuit does not pre-screen Content, but that Intuit and its designees, contractors
or subsidiaries (i) shall have the right (but not the obligation) in their sole
discretion to refuse or to remove any Content that is available via the Service,
and (ii) are not responsible for such Content. Without limiting the foregoing,
and without notice to you, Intuit and its designees shall have the right to remove
any Content that violates the Terms of Service, is otherwise deemed objectionable
by Intuit in its sole discretion, or to which an allegation of infringement of
intellectual property rights has been made, in accordance with the procedure set
forth in the Digital Millennium Copyright Act ("DMCA"). You agree that you shall
evaluate, and bear all risks associated with the use of any Content including any
reliance on the accuracy, completeness, or usefulness of such Content.
You acknowledge and agree that
the Service and its related services and website contain proprietary and
confidential information that is protected by applicable intellectual
property and other laws, and you agree not to disclose such information to
any third party without Intuit's prior permission. You further acknowledge
and agree that content contained in sponsor advertisements or information
presented to you through the Service, website or advertisers is protected
by copyrights, trademarks, service marks, patents or other proprietary
rights and laws.
You grant Intuit the right
to use Content inputted by you into the Service only to the extent that
Intuit needs to use such Content to provide the Service. Intuit does not
obtain any right, title or interest in your Content, except as specifically
granted herein in order to provide the Service to you.
You acknowledge that Intuit will
collect and use certain aggregate data as part of providing, analyzing or
improving the Service, or any other Intuit product or service from time to
Development and Distribution via QuickBase Exchange.
As a customer of the Service, Intuit
provides you the opportunity to develop software applications, customizations,
enhancements, widgets or tools (“Applications”) for use with the Service.
These Terms of Service apply to you regardless of where you distribute your
Applications. If you request that Intuit distribute your Application via Intuit’s
online distribution site, the QuickBase Exchange (“Exchange”),
additional supplemental terms
(“Supplemental Terms”) apply
to you. Please review the Supplemental
Terms prior to sharing any application via the Exchange.
acknowledge and agree that (i) you are solely responsible for your Application,
including compliance with applicable laws and regulations; (ii) Intuit is not
responsible for supporting any Application that is not distributed via the
Exchange, even if the Application is used in connection with the Service; (iii)
you will be responsible to Intuit for all damages and expenses that Intuit
incurs for claims or liability arising out of your Application even if the
Application is distributed via the Exchange; (iv) you will develop Applications
that comply with Intuit’s then current security requirements, including the
removal of spy or malware in your Application; (v) you will not include any
confidential or sensitive information or Content in your Application, including
any customer data, that you do not have rights to use or disclose; (vi) you will
not use Intuit’s marks or logos in connection with your Application, including
use in any marketing material or website; and (vii) you will not make any false
or inaccurate statements or claims regarding your relationship with Intuit or
that Intuit endorsed or certified your Application. You are solely responsible
for all expenses you incur in connection with your development, marketing or
distribution of your Application.
If you do not agree with the
Supplemental Terms, do not submit your Application to Intuit for review and
distribution via the Exchange.
8. Customer of the QuickBase Exchange Applications.
You may also have the opportunity to license Applications developed by third
parties or customers of the Service from Intuit via the QuickBase Exchange. Such Applications may be provided to you
as a convenience, not as a requirement or condition to use the Service. You acknowledge that while the
Applications are intended to work with the Service, Intuit is not responsible
to you or any third parties for the Applications, or any problems caused by the
Application that may affect your use of the Service. By
providing the Applications via the Exchange or other Intuit website, Intuit does not guarantee or certify that
the Applications will function properly for use with the Service. Your sole
exclusive remedy is to cease use of the Application. Nothing in this Section 8 changes your
rights and obligations with respect to the Service, or Intuit’s liability to
you with respect to the Service.
8.2 Application License Grant.
By downloading or accessing an Application via the Exchange, Intuit
grants you a limited, non-exclusive, revocable license to (i) use an
Application solely with the Service for as long as you are a QuickBase
customer; and (ii) develop, modify and distribute a variation or an improvement
to the Application to QuickBase customers subject to these Terms of Service and
the Supplemental Terms, where applicable. Additional Intuit terms and
conditions (“Additional Terms”) may apply to particular Applications if such
terms are disclosed to you before you access the Application. Any third party
terms and conditions that accompany the Application
which conflict with these Terms of Service, Supplemental Terms, or Additional
Terms are null and void. Intuit reserves all rights not expressly granted to
you hereunder. This license does
not apply to Applications provided from websites or sources other than the QuickBase
You shall not permit any third party to, directly or indirectly: (i)
remove or destroy any copyright notices, proprietary markings or confidential legends
placed upon or contained within the Application or any copies thereof; or (ii)
engage in any activity with the Application that interferes with, disrupts,
damages, or accesses in an unauthorized manner the Service, any of its servers,
networks, or other properties or services of any third party.
You may have the opportunity to provide your
feedback on Applications you license via the Exchange. You must comply with
Application. You hereby grant Intuit a perpetual, worldwide, fully
transferable, irrevocable, royalty-free license to use, reproduce, modify,
create derivative works from, distribute, incorporate and display the feedback
in any manner on any form, medium or technology and for any purpose. You agree that Intuit may, in its sole discretion,
use your feedback in any way, including in future modifications of the Service
or Applications, multimedia works and/or advertising and promotional materials
relating thereto. Intuit reserves the right to change, condense or
delete any content on its website that it deems, in its sole discretion, to
of Service. Intuit does not guarantee that you will have any recourse through
Intuit to edit or delete any Content you have submitted. Intuit reserves the
right to remove or to refuse to post any submission for any reason. You
acknowledge that you, not Intuit or its service providers, are responsible for
the Contents of your submission. None of the Content that you submit shall be
subject to any obligation of confidence on the part of Intuit, its agents,
subsidiaries, affiliates, partners or third party service providers and their
respective directors, officers and employees.
Neither Intuit nor the Application developer is obligated to provide you with
support or maintenance of any Application that is not distributed on the
Exchange even if it negatively impacts your ability to use the Service or
destroys your Content. You are solely responsible for selecting an Application
based on your own evaluation and requirements. Intuit does not make recommendations
of the Applications by distributing or marketing the Applications via the
Exchange or providing a favorable review of the Application on its website.
You are solely responsible for selecting
an Application based on your own evaluation and requirements. Intuit does not
make recommendations of the Applications by distributing or marketing the
Applications via the Exchange or providing a favorable review of the
Application on its website. All
Applications are provided “AS IS” and “AS AVAILABLE” without any express or
implied representations or warranties.
You disclaim all liability, claims and damages against Intuit and the Application
developer for any claims arising from the Application, regardless if the
Application was distributed via the Exchange or if Intuit reviewed or approved
the Application at any time. If you do not agree with all these Terms of
Service, including the Supplemental Terms and Additional Terms, if any, do not download or access an
Application from the Exchange. Sections 8.1, 8.5, 14.1,
14.4 and 14.5 of these Terms of Service apply to all Application customers even
if such customers obtained an Application via any website or source other than
Each party who accesses and uses the Service
or the Exchange and Intuit (together the "parties") shall keep in confidence all
of the information maintained by the Service or the Exchange, as well as
any trade secrets, know-how, software, product and technology-related
information; customer lists, financial information, sales, marketing and business
plans, personal identifiable information such as the names of a party’s customers,
source code, product roadmap and cost and pricing data, whether or not so marked
or identified as confidential or proprietary ("Confidential Information").
All rights, title and interest in and to the
Confidential Information shall remain vested in the party disclosing the Confidential
Information ("Disclosing Party"). No rights are granted to the party receiving the
Confidential Information ("Receiving Party") by license or otherwise, express or implied,
to any trademark, trade secret, copyright, invention, discovery, or to any patent covering
the invention or discovery, or any other intellectual property right, nor is the
Receiving Party granted any rights in or to the Disclosing Party’s Confidential information,
except the limited right to review the Confidential Information solely in performance
under these Terms of Service. All rights relating to the Confidential Information that
are not expressly granted to the Receiving Party are reserved and retained by the
Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN "AS IS" BASIS, AND
ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, ARE DISCLAIMED.
The parties shall (a) take reasonable care
to prevent unauthorized disclosure or use of the Confidential Information, but
in any case not less than the care it takes to protect its own Confidential
Information; prevent any unauthorized access, reproduction, disclosure, or use of
any of the Confidential Information; (b) use Confidential Information solely in
performance under these Terms of Service; (c) restrict access to Confidential
Information to its officers, directors, agents, contractors, employees, or representatives
who have a need to know such information and who are prohibited from disclosing the
information by a contractual, legal or fiduciary obligation no less restrictive
than these provisions, including employees of any legal entity the Receiving Party
controls, or is controlled by, or under common control, directly or indirectly,
by ownership of fifty percent (50%) or more of the voting shares; (d) not remove
any copyright or trademark notice, or indication of confidentiality on Confidential
Information; and (e) immediately notify in writing the Disclosing Party in the event
of unauthorized use or disclosure of Confidential Information. Subsections (a)
through (e) above impose no obligation upon Receiving Party to the extent Receiving
Party can demonstrate and document that the Confidential Information was rightfully:
(i) known by Receiving Party, without restriction, prior to its receipt from Disclosing
Party; (ii) obtained from a third party that had no obligation of confidentiality; (iii)
in the public domain through no improper conduct by Receiving Party; or (iv)
independently developed by or for Receiving Party without access to the Confidential
The Receiving Party is only permitted
to disclose Confidential Information if required by court order, law or
regulation, provided however, that Receiving Party shall: (a) give Disclosing
Party written notice promptly upon receipt of such a disclosure requirement before
any disclosure is made, if legally permitted, and cooperate should Disclosing Party
object to such disclosure; and (b) disclose only the Confidential Information that
is required by that law or regulation. The parties shall return (or delete in case
of electronic copies of such information) any and all Confidential Information,
and all copies thereof, upon the other party's request provided that (i) as to your
active Service data and the Content contained therein, you may delete data per
standard Service procedures, or only upon e-mail or other written instruction by
your account administrator; and (ii) as to backed-up Service data and the Content
contained therein, such Service data and/or Content will be automatically deleted
over time pursuant to Intuit's standard back-up procedures for the Service. The
parties shall immediately give notice to the other party of any unauthorized use
or disclosure of the other party's Confidential Information.
The rights and obligations under this
Section 9 shall survive expiration, rescission or termination of these Terms of
Service. Notwithstanding anything to the contrary herein, the Receiving Party’s
obligations to protect Confidential Information received shall continue for
five (5) years from the date of disclosure by Disclosing Party.
Nothing in these Terms of Service
shall prohibit or restrict either party’s right to possess, develop, use,
or market products or services, alone or with others, similar to or
competitive with those disclosed in the Confidential Information, in
compliance with these Terms of Service.
The parties agree that unauthorized
use of Confidential Information or other breach of these Terms of Service
may cause irreparable harm for which remedies at law would be inadequate,
and that a party is entitled to seek equitable relief, in addition to
remedies at law.
Intuit may disclose or report
Confidential Information in limited circumstances where it believes in
good faith that disclosure is required under the law. For example, Intuit
may be required to disclose Confidential Information to cooperate with
regulators or law enforcement authorities, to comply with a legal process
such as a court order, subpoena, search warrant, or a law enforcement request.
NOT use QuickBase to collect and store credit card numbers. Credit
card numbers must be stored pursuant to PCI compliance guidelines, and
QuickBase is not PCI compliant.
Intuit shall reasonably cooperate
with you (at your cost) or with an applicable regulatory authority in
connection with the examination of your Content or other data in your
QuickBase accounts by such applicable regulatory authority in connection
with an audit or other formal proceeding by such regulatory authority.
If you are
a Registered Entity and permit your affiliates, subsidiaries, employees, and/or
any third party access and/or use the Service and/or
your Content, you shall be solely responsible for (i) their acts and/or
omissions in connection with their access and/or use of the Service and (ii)
ensuring that their access and/or use of the Service is in compliance with
these Terms of Service, and any and all applicable local laws, rules and
regulations. You agree to fully indemnify Intuit and its affiliates,
subsidiaries, licensors, and online service providers (collectively,
"Representatives") for any liability, fines, penalties, costs, claims
and/or damages incurred by Intuit and/or the Representatives in connection with
any claim related to the access and/or use of the Service and/or your Content
by you, your affiliates, subsidiaries, employees or any third-party authorized
by you. You agree to notify Intuit immediately upon discovery of any
unauthorized access or use of the Service, or any password or account, or any
known or suspected breach of security in connection with the Service.
to the Service or Agreements.
reserves the right at any time and from time to time to modify the Service (or
any part thereof), the Exchange, or any related service or offering with or
without notice. We may assign a specific URL for your use with QuickBase. You
understand and agree that we have the right to modify or retire that URL at any
time, with reasonable notice to you. In such case, we may assign you a
replacement URL. Should Intuit choose to permanently discontinue the Service,
Intuit (i) will send notification to your Account Administrator via e-mail at
least sixty (60) days prior to such discontinuance and (ii) will post
notification of this decision on the Service web site at least thirty (30) days
prior to such discontinuance. In such instance, you will be responsible for
retrieving your data from the Service during that sixty (60)-day period.
that Intuit shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the Service, the Exchange, any
resulting loss or destruction of any Content that you place on the Service, or
removal of an Application from the Exchange. Intuit may specify from time to time
the version(s) of related products required in order to use the Service (e.g.,
supported browser versions). Intuit may periodically modify these Terms of
Service, the Supplemental Terms, any Additional Terms or any other agreement incorporated herein by
reference. In the event Intuit modifies any terms, Intuit may post it to the
Service web site and may, promptly thereafter, notify your Account Administrator via
e-mail that such posting has been made. Your continued use of the Service, or your
submission of your Application to Intuit for distribution via the Exchange, or
your download or access to Applications from the Exchange after such
modification shall constitute your acceptance of the Terms of Service, any Additional Terms, and/or
the Supplemental Terms with the new modifications, as applicable. If you do not
agree to any of such changes, you may terminate the Terms of Service, the Additional Terms, and/or the
Supplemental Terms, as applicable and immediately cease all access and use of
the Service, Application(s) and/or submission of new Applications to Intuit. In addition, Intuit may at any time
introduce separate Terms of Service for users in certain jurisdictions and
require users in these jurisdictions to agree to the separate Terms of Service.
In all cases, you and all users agree that termination of the Terms of Service,
the Supplemental Terms, any Additional Terms, and any separate Terms of Service, and cessation of all
access and use of the Service and Applications provided via the Exchange would
be the exclusive remedy if you and such users do not wish to comply with the
Terms of Service, the Supplemental Terms or other agreements incorporated
therein by reference.
of Service shall be effective upon registration and thereafter shall continue
on a month-to-month basis or annual basis, as applicable, until terminated with
thirty days (30) days' written notice by either party, or until terminated as
13.2 Termination by Intuit.
acknowledge and agree that Intuit, in its sole discretion, may suspend or
terminate your account and/or deny you access to, use of, or submission of
Content for, all or part of the Service, without prior notice and for any
reason, including if you engage in any conduct that Intuit believes: (a)
violates the letter or spirit of any term or provision of the Terms of Service
or the Supplemental Terms, (b) violates the rights of Intuit or third parties,
or (c) is otherwise inappropriate for continued access and use of the Service.
You agree that, upon termination, Intuit may delete all files and
information related to your account and may bar your access to your account and
the Service. At your written request within 5 business days of termination Intuit
will provide you with a copy of the most recent data from your Service account. Notwithstanding the
foregoing, Intuit will not provide you access to the most recent data from your
Service account if Intuit believes that such data violates the rights of Intuit
or third parties. Further, you agree that Intuit shall not be liable to you or
any third party for any termination of your access to the Service.
of Warranties; Indemnity; LIMITATION OF LIABILITY.
EXPRESSLY UNDERSTAND AND AGREE THAT:
USE OF THE SERVICE, THE EXCHANGE, AND ANY APPLICATIONS INCLUDING SERVICES
PROVIDED IN CONNECTION THEREWITH IS AT YOUR SOLE RISK. THE SERVICE, THE
EXCHANGE, AND ANY APPLICATIONS, INCLUDING SERVICES PROVIDED IN CONNECTION THEREWITH,
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INTUIT
AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(B) INTUIT AND
ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE OR ANY APPLICATIONS WILL MEET
YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) THE SERVICE OR ANY
APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii)
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR APPLICATIONS
WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICE,
APPLICATION, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
THE SERVICE, APPLICATION, OR THE EXCHANGE WILL MEET YOUR EXPECTATIONS.
(C) INTUIT WILL
USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO DATA ENTERED
INTO "RESTRICTED FIELDS" (DEFINED FOR PURPOSES OF THESE TERMS OF SERVICE
AS FIELDS ACCESSIBLE ONLY VIA LICENSEE-ENABLED AND CONTROLLED PERMISSIONS) WITHIN
THE SERVICE. INTUIT AND ITS SUPPLIERS MAKE NO WARRANTY THAT SUCH RESTRICTED FIELDS
WILL BE SECURE AGAINST SUCH UNAUTHORIZED ACCESS OR OTHER SECURITY BREACHES CAUSED
BY YOUR ACTIONS OR OMISSIONS OR THOSE OF YOUR AFFILIATES. INTUIT AND ITS SUPPLIERS
FURTHER MAKE NO WARRANTY IN CONNECTION WITH UPLOAD OR DOWNLOAD OF "SENSITIVIE
DATA TYPES", DEFINED AS DATA PERTAINING TO (a) THE MANUFACTURE, STORAGE, USE,
TRANSPORT, OR DESTRUCTION OF NUCLEAR POWER; (b) ANY CONTROL OF SYSTEMS, PROGRAMS,
FACILITIES, EQUIPMENT, OR SOFTWARE USED IN SUCH A MANNER AS TO RESULT IN LIFE OR
DEATH; (c) THE DESIGN, MANUFACTURE, ACCESS OR USE OF ANY NAVIGATIONAL GUIDANCE
SYSTEM; (d) THE DESIGN, MANUFACTURE, OR USE OF ANY MEDICAL SOFTWARE OR EQUIPMENT
USED FOR LIFE SUPORT; (d) THE OPERATIONS OR ANY CRITICAL FACILITIES BELONGING TO
YOU OR YOUR CUSTOMERS; OR (e) ANY MILITARY OR GOVERNMENTAL SECRET OR SENSITIVE
AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE, THE SUPPLEMENTAL
TERMS, ANY ADDITIONAL TERMS, THE SERVICE OR ANY APPLICATIONS, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY
EXCLUDABLE. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT
YOUR USE OF THE SERVICE OR APPLICATION WILL SATISFY ANY STATUTORY OR REGULATORY
OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE
WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH
INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY
ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES
OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE,
RELATED SERVICES, ANY APPLICATIONS OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
(E) ANY MATERIAL
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE EXCHANGE IS
DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
OF ANY SUCH MATERIAL.
(F) NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTUIT OR THROUGH OR FROM
THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
14.2 Representations and Warranties.
You represent and warrant the following:
(i) your use of the Service or a third party Application does not directly or
indirectly infringe the legal rights of a third party; (ii) your development,
marketing or distribution of your Application does not directly or indirectly
infringe the legal rights of a third party; (iii) all information provided by
you in connection with your registration is accurate and reliable, and (iv)
you will comply with all applicable laws and regulations in connection with
your use of the Service, a third party Application or your Application.
will defend and indemnify the Registered Entity or individual who has accepted
the Terms of Service against any action brought against such Registered Entity
or individual by a third party to the extent that it is based upon a claim that
the Service, as provided by Intuit to you under this Terms of Service and used
within the scope of the Terms of Service, infringes any U.S. copyright,
trademark or trade secret, and will pay any costs, damages and reasonable
attorneys' fees attributable to such claim that are awarded by a U.S. court of
law either by final judgment or settlement against such Registered Entity or
individual. Notwithstanding the foregoing, Intuit shall have no liability for
any claims resulting from or arising out of your the combination of the use of
the Service with any Application.
agree to indemnify and hold harmless Intuit, its subsidiaries, affiliates and
service providers, and its and their directors, officers, agents and employees
("Indemnitees"), from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of your Content
or your Application; your use of the Service; your use of a third party
Application; your reviews or feedbacks; your connection to the Service; your
violation of the Terms of Service or the Supplemental Terms; or your violation
of any proprietary or other rights of another. You further agree and
acknowledge that the Indemnitees are not liable or responsible in any way for
any errors, omissions or any other actions arising out of or related to your
use of the Service. You further agree to indemnify, defend and hold harmless
the Indemnitees from and against any and all claims, damages, liabilities,
costs, and expenses (including reasonable legal fees and expenses) arising out
of, or related to, your use of the Service, an Application or the placement or
transmission of any message, information, software or other materials through
the Service by you or users of your account or related to any violation of any
term of the Terms of Service or Supplemental Terms by you or users of your
14.4 Limitation of Liability.
EXPRESSLY UNDERSTAND AND AGREE THAT INTUIT AND ITS SUPPLIERS SHALL NOT BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INTUIT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE
INABILITY TO USE THE SERVICE, THE EXCHANGE OR AN APPLICATION; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA,
INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS
ENTERED INTO THROUGH OR FROM THE SERVICE OR THE EXCHANGE; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR
CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR THE EXCHANGE; OR (v) ANY OTHER
MATTER RELATING TO THE SERVICE, THE EXCHANGE, OR AN APPLICATION.
ALSO AGREE THAT INTUIT WILL NOT BE LIABLE FOR ANY (i) INTERRUPTION OF BUSINESS,
(ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU
ACCESS THROUGH THE SERVICE; (iii) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION,
DESTRUCTION OR OTHER MODIFICATION; (iv) UNAUTHORIZED ACCESS TO DATA ENTERED IN,
OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SERVICE OR IN ANY
RESTRICTED FIELD THEREIN OR AN APPLICATION; OR (v) EVENTS BEYOND INTUIT'S
NO EVENT SHALL INTUIT'S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY
YOU TO INTUIT FOR THE SERVICE, TO A MAXIMUM AMOUNT EQUAL TO SERVICE CHARGES FOR
SIX (6) MONTHS OF THE SERVICE.
15.5 Exclusions and Limitations.
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF
SECTIONS 14.1 AND 14.4 MAY NOT APPLY TO YOU.
15. General Information.
SERVICE IS NOT OFFERED OR AVAILABLE TO PERSONS UNDER THE AGE OF THIRTEEN (13).
Notices to you may be made via either e-mail, regular mail, overnight courier
or facsimile at your contact addresses of record for the Service.
Service may also provide notices of changes to the Terms of Service or other
matters by displaying notices or links to notices to you generally on the
Service. If you provide notice to Intuit, such notice shall be sent to: Intuit
Inc., P.O. Box 7850, Mountain View, CA 94039-7850, Attn: General Counsel, Legal
Dept.; Fax: (650) 944-5656.
Terms of Service (and the policies linked to them) constitute the entire
agreement between you and Intuit and governs your use of the Service,
superseding any prior agreements, understandings, negotiations, and
discussions, whether oral or written, between you and Intuit (including, but
not limited to, any prior versions of the Terms of Service) with respect to the
subject matter herein. Notwithstanding the content of any purchase order, sales
order, sale confirmation, or any other document relating to the subject matter
herein, the Terms of Service shall take precedence over any such document, and
any conflicting, inconsistent, or additional terms contained therein shall be
null and void. You also may be subject to additional terms and conditions that
may apply when you use affiliate or other Intuit services, third-party content
or third-party software.
as otherwise provided herein, the Terms of Service shall be governed by the
laws of the State of California, USA without regard to its conflict of law
provisions. Except as otherwise provided in the Terms of Service, you and
Intuit agree to submit to the personal and exclusive jurisdiction of the courts
located within the county of Santa Clara, California, USA. The Terms of
Service, the Supplemental Terms, the QuickBase Privacy Statement, the Acceptable
Use Policy and the Online
language of the agreement with you with respect to the Service, and you agree
that you fully understand the terms of the same. In addition, all enquiries,
support related or otherwise, regarding the Service should be submitted to
Intuit in English, and Intuit will respond to such enquiries in English only.
Terms of Service do not limit any rights that Intuit may have under trade
secret, copyright, patent, trademark or other laws. The failure of Intuit to
exercise or enforce any right or provision of the Terms of Service shall not
constitute a waiver of such right or provision. If any provision of the Terms
of Service is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to the
parties' intentions as reflected in the provision, and the other provisions of
the Terms of Service remain in full force and effect. You agree that any claim
or cause of action arising out of or related to use of the Service or the Terms
of Service must be filed within one (1) year after such claim or cause of
action arose or be forever barred. The section titles in the Terms of Service are
for convenience only and have no legal or contractual effect.
Terms of Service will inure to the benefit of Intuit and its successors and
respect to any acquisition or use of the Service by or for any unit or agency
of the United States Government (the "Government"), the Service shall
be classified as "commercial computer software" as that term is
defined in the applicable provisions of the Federal Acquisition Regulation (the
"FAR") and supplements thereto, including the Department of Defense
(DoD) FAR Supplement (the "DFARS"). The Service was developed
entirely at private expense, and no part of the Service was first produced in
the performance of a Government contract. If the Service is supplied for use by
the DoD, the Service is delivered subject to the terms of this Agreement and
either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii)
with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT
1988), as applicable. If the Service is supplied for use by a Federal agency
other than the DoD, the Service is restricted computer software delivered
subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR
52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer
is Intuit Inc., 2632 Marine Way, Mountain View, California 94043.
(H) All representations,
warranties, Sections 4, 6.2, 8.1, 8.5,9, 13, 14, and 15 in the Terms of Service and
Section 6 of the Supplemental Terms shall survive the termination of your account or
access to the Service.
(I) Intuit does not
represent that information on the website for the Service is appropriate or
available for use in all countries. Intuit prohibits accessing materials from
countries or states where contents are illegal. You are accessing this website
on your own initiative and you are responsible for compliance with all applicable
Any translation of these Terms of Service is done for local requirements
and in the event of a dispute between the English and any non-English version,
the English version of these Terms of Service shall govern. The parties hereby
confirm that they agree that these Terms of Service and all related documents
be drafted in English.
Restrictions. You acknowledge that the Service, 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 Service, in
violation of these laws and regulations, directly or indirectly.
Inc. All rights reserved. September 2015.