INTUIT SOFTWARE END USER LICENSE AGREEMENT (UK)

1.     Thank you for selecting the software offered by Intuit Limited (UK) and/or its affiliates (“Intuit,” “we,” “our” or “us”). This software license agreement and documentation for the Intuit software you have selected and the Additional Terms and Conditions for the Services (collectively, the “Agreement”) is a legal agreement between you (“you,” “your,” “licensee”), and Intuit. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to as more fully described below (collectively, the “Software”). By clicking I AGREE, and/or accessing or using the Software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software. Your access to or use of the Software and other Intuit products made available to you via the Software may also be subject to your acceptance of separate agreements with Intuit and / or third parties.  This Agreement incorporates by reference Intuit’s Privacy Statement as set out on our website, as well as applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Software and other Intuit products made available to you through this Software and selected by you.  These terms and conditions may be subject to change from time to time.

Intuit is a multi-national company and as such, some personal information about or provided by you may be shared within Intuit and stored in countries outside of the United Kingdom, including in the United States, and may therefore be subject to US or other legislation.  See, Section [8] Privacy, below for more information. For a complete statement of Intuit’s privacy policy and practices, please go to http://quickbooks.intuit.co.uk/intuit/privacy.jsp.

2.     LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, Intuit grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the Intuit description for the Software, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you.

In addition to the Software provided herein, the term Software includes any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Software that Intuit provides or makes available to you.

Except as expressly allowed herein, you are not licensed or permitted under this Agreement to do any of the following and must not allow any third party to do any of the following: (i) access or attempt to access any other Intuit systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, license, sublicense, modify or create derivative works based on the Software in whole or in part, resell or distribute in any way the Software; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software, except solely for the purposes expressly permitted by and in accordance with section 296A(1) or section 50B(2) each of the Copyrights Designs and Patents Act 1988 and then only after providing us with written notice of such intention to exercise such rights so that we may provide any additional information that you may require; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Intuit’s other licensees or customers, or impose an unreasonable or disproportionately large load on Intuit’s infrastructure.  

3.     INTUIT SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Intuit (“Intuit Services”). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services and separate fees may apply. You acknowledge that in accessing certain Intuit Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, sales and personal and sensitive personal data among others, to the Internet.   You hereby grant Intuit permission to use this information and information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future.  You also 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 to improve services and to compare business practices with other company standards.  We may use your data to create, market or promote new Intuit offerings to you and others.  Any promotion of such offerings to you will be in accordance with applicable law, including the laws relating to direct marketing.

3.1 Online Communities. The Software may include a feature that allows you to exchange useful and helpful information with other users of the Software (“Live Community”). Internet access is required to use Live Community.

     (i)  Content.  You agree that Intuit does not endorse and is not responsible for the accuracy of the content in Live Community, and will not be liable for any damages incurred as a result of the submission, use or publication of any such content. Live Community users may post hypertext links to content hosted and maintained by third parties. Intuit has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. Intuit does not monitor the Live Community content, including hypertext links, that may be posted but reserves the right to monitor the Live Community content from time to time. Additionally, Intuit reserves the right to edit, remove or refuse to remove Live Community content in its sole discretion.

(ii)  Conduct.  You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains:   (a) Inappropriate content such as: profanity, objectionable material of any kind (including, without limitation, material which is harassing, racist, pornographic, libelous, defamatory or illegal under applicable law or content which infringes the rights of third parties), links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component;  (b) spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings;  (c) attacks such as: "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy. 

4.     TRIAL VERSIONS. If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant above in Section 2. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE AND THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN RELATION TO ANY INABILITY TO CONTINUE TO ACCESS AND/OR USE SUCH SOFTWARE OR DATA.

5.     FEES.  If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you.  Payments for the Software are billed in pounds sterling (£) currency; provided however, other Intuit and third party products and services provided to you through this Software, may be billed in either pounds sterling (£) or U.S. currency as shown in the product ordering and subscription terms.  The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees (plus any and all applicable taxes, including without limitation VAT, sales taxes and custom duties) for paid for versions of the Software.   Access to the Software will begin (i) for trial versions, after your acceptance of this Agreement and after Intuit receives and processes all the information requested in the registration process; and (ii) for paid versions, after your acceptance of this Agreement and after Intuit receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to Intuit with an appropriate logo (“Card”) or sufficient funds in a chequing or savings account to cover an electronic direct debit of the fees to obtain access to the Software.  The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. If your credit card, or other form of payment, is declined, expired or the credit card issuer or financial institution otherwise denies or fails to make payment, Intuit may continue to try to process your credit card payment and/or charge you an administrative fee. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term (“Renewal Term”) at the then-current subscription rate (plus any and all applicable taxes) to maintain access to the Software.  Cancellation and renewal terms may be supplemented by programme terms provided to you in writing or on the website for the Software you have selected.

6.     RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed not sold, and Intuit reserves, on its behalf and on behalf of its licensors, all rights not expressly granted to you in this Agreement. The Software is protected by copyright, database, trade secret and other intellectual property laws. You hereby acknowledge that Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

7.     REGISTRATION. Your registration information to use the Software must be accurate, current and complete as prompted in the sign-up process (the "Registration Data"). You undertake to maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or which Intuit has reasonable grounds to suspect is inaccurate, not current or incomplete, Intuit may, in its sole discretion and without any liability to you or any third party, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).

8.      PRIVACY. For details about Intuit's privacy policies, please refer to the Intuit Privacy Statement contained either in the Software, or the privacy policy on the Intuit website relating to the Software product you selected. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms. You may contact us with questions, comments or complaints regarding Intuit's privacy policy and practices.  For our contact information, please go to http://quickbooks.intuit.co.uk/intuit/privacy.jsp. You hereby acknowledge that Intuit may transfer personal data and sensitive personal data to Intuit-affiliated companies in other countries. These may be outside the European Economic Area and may not have adequate laws that protect the rights and freedoms of data subjects in relation to the processing of personal data. Where this is done, Intuit shall take necessary steps to protect adequately the information transferred. BY SUPPLYING PERSONAL DATA TO INTUIT, YOU CONSENT TO ANY SUCH TRANSFER.

9.     FEEDBACK. Intuit may make available to you a mechanism to provide feedback, suggestions and ideas, if you choose, about its products and services (“Feedback”). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, adapt, translate, create derivative works from, distribute, publicly display, publicly perform, distribute, license, sublicense and otherwise exploit, any information you provide to Intuit in the Feedback.

10.  DISCLAIMER OF WARRANTIES. THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM AND EXCLUDE ALL TERMS, CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE, COLLATERALLY OR OTHERWISE, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY TERM, REPRESENTATION, WARRANTY OR CONDITION OF FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. INTUIT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE).

THE SOFTWARE IS DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, ANY RESULTS DERIVED FROM SUCH USE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

NEITHER INTUIT NOR ANY OF ITS AFFILIATES MAKES, AND EACH HEREBY FULLY DISCLAIMS AND THE PARTIES HEREBY EXCLUDE, ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE, COLLATERALLY OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY TERM, REPRESENTATION, WARRANTY OR CONDITION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THOSE OF ANY THIRD PARTY OR REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR USE OF REASONABLE SKILL AND CARE.

NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT INTUIT DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUDULENT MISREPRESENTATION; (III) LIABILITY ARISING UNDER SECTION 12 OF THE SALE OF GOODS ACT 1979; OR (IV) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

11.  LIMITATION OF LIABILITY AND DAMAGES.

IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES NOT PROVIDED BY INTUIT. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR REPUDIATORY BREACH OF THIS AGREEMENT) SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS SHALL NOT BE LIABLE FOR ANY: (1) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (2) DAMAGES RELATING TO LOSS OF BUSINESS OR GOODWILL, TRADING LOSSES, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), ANTICIPATED SAVINGS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU. OR (3) LOSS OR DAMAGE ARISING FROM USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT’S SYSTEMS REQUIREMENTS OR THE LIKE; THE FOREGOING EXCLUSIONS APPLY WHETHER ANY SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT, EVEN IF INTUIT, ITS AFFILIATES, AND THEIR RESPECTIVE  SUPPLIERS OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU AND YOU HEREBY ACKNOWLEDGE THAT INTUIT WOULD NOT HAVE LICENSED THIS SOFTWARE TO YOU WITHOUT SUCH LIMITATIONS.

12.  CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).

(a) Consent to Electronic Communications. Intuit may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you may choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as http://quickbooks.intuit.co.uk/. You consent to receive these Communications electronically and agree that such Communications shall be valid and have the same effect as if they had been made in writing on paper, and you hereby waive any claim or defence that such Communications are not binding or enforceable or do not have their intended effect as a result of being communicated electronically rather than on paper.  The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and Third Party Services.

 (b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a licensee of the Software.

(c) Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “I AGREE” button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, you can change your privacy preferences, by logging on to http://quickbooks.intuit.co.uk/intuit/privacy.jsp. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software without any liability on our part to you or to any third party.

(e) Changes to Your Email Address. You agree to notify us promptly of any change in your email address or Registration Data. You can do so by logging on to http://quickbooks.intuit.co.uk/intuit/privacy.jsp and completing the Personal Information Change Form.

13.   AMENDMENT.  Please review the Agreement periodically on the Software website provided to you for additional terms and changes. Intuit has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Intuit determines in its discretion to be reasonable, including posting information concerning such change on any Intuit sponsored website. We will use reasonable commercial endeavours to bring these changes to your attention, but it is your responsibility to ensure that you are aware of such changes.  Your continued use of the Software after Intuit's publication of any such changes shall constitute your acceptance of this Agreement as modified.  If any proposed changes are unacceptable to you, then please let us know in writing.

14.  TERMINATION. Your rights under this Agreement may be terminated or suspended by Intuit immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect Intuit’s rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.

15.  THIRD PARTY SERVICES. In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by Intuit (“Third Party Services”). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not Intuit, is responsible for the performance of the Third Party Services.  The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Intuit is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Intuit does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any data contained in, or any services made available through, any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for your use of, or inability to use, such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites.

16.  EXPORT RESTRICTIONS. You acknowledge that the Software is subject to restrictions and controls imposed by export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and other bodies around the world, and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation of  any applicable export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons.  You further acknowledge that this Software may include technical data subject to such U.S. export regulations.

17.  MISCELLANEOUS. Intuit is part of the PCI Security Standards Council, LLC (PCI SSC) Payment Application Data Security Standard Program.  Acceptance of a given payment application by the (PCI SSC) only applies to the specific version of that payment application that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the “Accepted Version”). If any aspect of a payment application or version thereof is different from that which was reviewed by the PA-QSA and accepted by PCI SSC – even if the different payment application or version (the “Alternate Version”) conforms to the basic product description of the Accepted Version – then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SSC.

No vendor or other third party may refer to a payment application as “PCI Approved” or “PCI SSC Approved”, and no vendor or other third party may otherwise state or imply that PCI SSC has, in whole or part, accepted or approved any aspect of a vendor or its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI SSC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other references to PCI SSC’s approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC.

When granted, PCI SSC acceptance is provided to ensure certain security and operational characteristics important to the achievement of PCI SSC’s goals, but such acceptance does not under any circumstances include or imply any endorsement or warranty regarding the payment application vendor or the functionality, quality, or performance of the payment application or any other product or service. PCI SSC does not warrant any products or services provided by third parties. PCI SSC acceptance does not, under any circumstances, include or imply any product warranties from PCI SSC, including, without limitation, any implied warranties of merchantability, fitness for purpose or noninfringement, all of which are expressly disclaimed by PCI SSC. All rights and remedies regarding products and services that have received acceptance from PCI SSC, shall be provided by the party providing such products or services, and not by PCI SSC or any payment brands.

This Agreement constitutes the entire agreement and full and complete understanding of the between you and us and supersedes any previous agreement between you and us relating to the subject matter of this Agreement. You acknowledge and agree that: (i) in entering into this Agreement, you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether made by is not) other than as expressly set out in this Agreement as a warranty or representation; and (ii) this Agreement sets out Intuit’s and its suppliers’ entire liability (and your sole and exclusive remedies) with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in this Agreement shall be taken to exclude or limit the liability of either party for fraud. Without prejudice to Section 13 above, any modification or waiver of the terms herein must be in a writing signed by an authorized representative of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of Intuit, but may be assigned without your consent by Intuit:  (a) to a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, or (c) a successor by merger.  Any assignment in violation of this Section will be void.  You agree that, for the purposes of the Contracts (Rights of Third Parties) Act 1999, Intuit’s affiliates and subsidiaries are third party beneficiaries and shall be entitled to enforce the terms of this Agreement against you but any changes may be made to this Agreement by Intuit without their consent. Save as expressly provided for in the previous sentence, this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement. This Agreement will be governed by, and construed in accordance with, the laws of England and Wales applicable therein, without regard to its conflicts of law principles, provided however, that you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement relating to the scope of licence, or any infringement (or apprehension of infringement) of Intuit’s or its suppliers’ intellectual property rights may cause Intuit irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Intuit shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Intuit’s rights under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales [and you agree that you will procure that any third party making a claim against Intuit arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement].

18.  LANGUAGE.  It is the express wish of the parties that this agreement and all related documents be drawn up in English.

A.  ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE/SUBSCRIPTION AND RELATED SERVICES  

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

1.         Services and Support

1.1 In exchange for your continued compliance with this Agreement, and any modification to this Agreement made by Intuit in accordance with Sections 13 and A.7.1, you shall have access to the Software/Subscription in accordance with the following provisions: 

(a) If you purchased the Subscription for the Software directly from Intuit, which generally means that you will be paying for your use of the Software on a monthly (or other periodic) basis, you shall receive as part of your basic Subscription, so long as Intuit is receiving the applicable payment from you (defined in Section 5): (i) unlimited access to the features of the Software subscribed to by you; (ii) Update Service, defined below ); and (iii) Version Protection, defined in Section A.1.2 below. You must subscribe to the Subscription for a minimum of one (1) year, with the Subscription fees payable monthly by you (or on a different time basis upon agreement between Intuit and you).  After one (1) year: (x) the Subscription  is cancellable by you in accordance with this Agreement, and (y) you are considered to have purchased your license to the Software, entitling you to the Update Service for so long as Intuit supports your release of the Software, even if you cancel your Subscription b) If you purchased your edition of the Software at retail or directly from Intuit (technically, purchase of a license to use the Software), you shall receive: (i) unlimited access to the features of the Software; (ii) Additional Support, defined below; (iii) Update Service, for so long as Intuit supports your release of your specific edition of the Software. As part of your purchase of the Software license or Subscription, you may also be provided with certain software that, subject to the terms of this Agreement, you may store on or access via your computer.  Intuit's obligations under this Section B.1.1 are contingent upon you installing all updates and error corrections within thirty (30) days of their being provided to you by Intuit (or its Representatives).

Please see Section 5 for the duration of the Subscription as applicable to you.

1.2 Additional Support is available only to purchasers of a Software license. (a) The Additional Support means the initial assistance made available by Intuit, through telephone calls and via the http://quickbooks.intuit.co.uk website, to help you install the Software, set up your company file, begin to set up the accounting features, to start you successfully on your way with QuickBooks, for a period based on your needs.  These calls must occur during a period not to exceed thirty (30) days from product registration.  (b) Update Service, which is available to all Software license purchasers, means updates and error corrections made generally available to users of your specific edition of the Software, and at Intuit’s sole discretion certain feature enhancements, but not including new releases of the software.   (c) Support Service means your unlimited access to consulting about the Software and technical support for so long as Intuit supports your release of the Software.  Intuit reserves the right to limit the length of telephone calls made as part of the Support Service (e) Version Protection means your right to new releases of the Software during any month (or other time period) in which you have paid for the Subscription. (The foregoing referred to collectively as the “Services”).

1.3        As determined by Intuit in its sole discretion, the Software, Subscription and related services are provided (a) electronically via the internet and/or (b) via media (e.g. CD-ROM).  You may be charged an additional fee if Intuit makes the Software and/or Subscription available (y) both electronically and via media and you chose media or (z) in different media forms and you chose the form which is identified as having an additional fee.  It is your sole responsibility to establish and maintain adequate internet access in order to receive the Subscription (or services related to your acquisition of the Software, such as QuickBooks Payroll Software if applicable) and to maintain in good working order the computer on which you will access the Subscription. 

1.4 Intuit may provide, in its sole discretion, technical support for the current release/version of the Software and the immediately preceding release/version for a period of six (6) months following the date the subsequent release/version is made generally available to Software/Subscription customers.  You may access the price schedule for technical support by calling Intuit at 0845 606 2161 and for customers of Barclays Business Manager at 0845 601 5962.

1.5 Whether you purchased the Subscription under Section A.1.1(a) or your license to the Software under Section A.1.1(b), you may obtain a monthly or annual subscription to the QuickBooks Payroll Service at any time by calling Intuit at 0845 606 2161 and for customers of Barclays Business Manager at 0845 601 5962 or going to the QuickBooks web site, http://quickbooks.intuit.co.uk.

2. License Grant

2.1        Single-User License. You are granted a non-exclusive, limited license for one (1) individual to access the Software/Subscription on a single computer.  You are permitted to make one (1) backup copy of the applicable Software as an archival copy.  You may also use your backup copy to replace the applicable Software in the event the Software that was loaded on the original single computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the Software will be subject to the terms and conditions set forth in this Agreement.  You may print one (1) copy of any online user documentation in relation to the Subscription and/or the Software. 

2.2        Multi-Users License.  Certain versions of the Software allow multiple users. If you want multiple users to have the ability to use the specific edition of the Software you have licensed, if applicable, you are required to pay an additional license fee for each additional user, which will be subject to the same restrictions as the single user license.  You may access the price schedule for additional user licenses by calling Intuit at 0845 606 2161 and for customers of Barclays Business Manager at 0845 601 5962.  By way of example only, if you have paid for five (5) user licenses for your specific edition of the Software, you are granted a limited non-exclusive license to (a) have up to five (5) individuals (who are your owners, employees, or contractors) access the Software/Subscription; (b) download the Software on up to five (5) computers which are owned and operated by and for your company and are used by up to five (5) individuals (who are your owners, employees, or contractors); (c) place a copy of your Software data file on a network to be accessed and used by such individuals; and (d) make up to four (4) additional copies of the printed materials provided to you by Intuit (if any) and/or print up to five (5) copies of any online user documentation in relation to the Software/Subscription for use by such individuals.  You are responsible to ensure that any additional users (referred to above) comply with the terms of this license.

2.2.1     Subject to the number of licenses paid for by you and the terms of this Agreement, you may have: (i) up to five (5) individuals for QuickBooks Pro, or (ii) up to twenty (20) individuals if you purchased a license for QuickBooks Premier: Accountant Edition, simultaneously use your specific edition of the Software.  Use of the Software by more than five (5) users for QuickBooks Pro or more than twenty (20) users in the case of QuickBooks Premier: Accountant Edition at the same time will result in the failure of the Software, performance degradation, errors and/or loss of data, and shall be considered a material breach of this Agreement.

2.3 QuickBooks Pro Timer License.  You may use the QuickBooks Pro Timer program on all computers used in your business.

2.4 Trial-User License   If you have signed up for a trial-user version of the Software/Subscription, you are granted a limited non-exclusive license to use the Software so that one (1) individual may access the Software/Subscription on a single computer located within the geographic boundaries of the United Kingdom (except that use is permitted outside of United Kingdom only during temporary travel abroad. You may print one (1) copy of any online user documentation in relation to the Subscription and/or the Software, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Software (if any).

In the case of (i) QuickBooks Pro for up to five (5) individuals on five (5) computers; and (ii) QuickBooks Premier: Accountant Edition up to thirty (30) individuals, (30) computers, you are granted a limited non-exclusive license to use and access the software within the geographic boundaries of the United Kingdom and print up to five (5) copies for QuickBooks Pro and thirty (30) copies for QuickBooks Premier: Accountant Edition of any online user documentation.  Your trial-user license for QuickBooks SimpleStart, QuickBooks Pro and QuickBooks Premier: Accountant Edition is valid for sixty (60) days or as otherwise may be specified when you signed up for the trial-user version of the Software.  You understand that upon expiration of your trial user license, you must purchase a license to the Software or sign up for the Subscription for continued use/access to the Software.  BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT CONTINUE TO ACCESS AND/OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE OR SIGN UP FOR A SUBSCRIPTION AND THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN RELATION TO ANY INABILITY TO CONTINUE TO ACCESS AND/OR USE SUCH SOFTWARE OR DATA.

2.4.1 If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

2.5  Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from SimpleStart to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have such version, you may no longer use the original version of the Software on any computer.

2.6 QuickBooks Payroll Software.  If you subscribe to the QuickBooks Payroll Software, your use of the QuickBooks Payroll Software shall be subject to this Agreement in accordance with this Section (and to any other terms and conditions that accompany the QuickBooks Payroll Software itself).

2.6.2 Tax Tables may be made available, in Intuit's sole discretion, to subscribers to the QuickBooks Payroll Software. Intuit grants you a limited non- exclusive license to use the Tax Table and related documentation only in connection with QuickBooks Payroll Software.  You may only use or install the Tax Table updates on the computer(s) licensed to access the Software under this Agreement.

2.6.3 The following actions are violations of this Agreement for the purposes of Section A.3.3 hereof:  (a) distributing copies of the QuickBooks Payroll Software to entities or persons that have not purchased a license to the QuickBooks Payroll Software from Intuit, or (b) permitting others to access the QuickBooks Payroll Software for their own purpose.

2.6.4 Intuit warrants that the Tax Table, if made available by Intuit, will operate substantially as described in the related documentation.  The Tax Table is designed to provide you with information and you understand and agree that Intuit is not engaged in rendering legal, accounting or other professional services.  If legal advice or other expert assistance is required, you should seek the service of a competent professional.  It is your responsibility to be knowledgeable of tax table changes that affect you and to ensure that you follow these changes by law.  YOU ASSUME FULL RESPONSIBILITY FOR YOUR SELECTION OF THE TAX TABLE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE TAX TABLE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE TAX TABLES.  INTUIT AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY TERM, REPRESENTATION, WARRANTY OR CONDITION THAT THE FUNCTIONS CONTAINED IN THE TAX TABLE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.

2.6.5 The QuickBooks Payroll Software may contain dated information.  In using the QuickBooks Payroll Software, you understand that it may not include all the information or the most current information relevant to your particular needs or situation.

3.         License Restrictions, Reservation of Rights and Ownership

3.1        The Software and Subscription contain Intuit trade secrets.  You may not disclose such trade secrets or (save as solely for the purposes expressly permitted by and in accordance with section 296A(1) or section 50B(2) each of the Copyrights Designs and Patents Act 1988, and  then only after providing us with written notice of such intention to exercise such rights so that we may provide any additional information that you may require) decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form. 

3.2        You may not modify, adapt, translate, rent, sublicense (including offering the Software or Subscription to third parties on an applications service provider or time-sharing basis), assign (except as permitted under Section A.3.4), lend, resell for profit, distribute, or network any portion of the Subscription, the Software, CD(s), or related materials, or create derivative works based thereon or any part thereof. 

3.3 The Subscription and any Software and materials provided to you are protected by England and Wales and other copyright laws and international treaties.  Unless expressly permitted under your applicable license grant in Section A.2.1, A.2.2, or A.2.5, any of the following actions by you, among others, would be considered violations of this Agreement:

(a) Enabling others to use your Software or Subscription registration or access codes, passwords, Installation Key Codes, License Numbers, Product Numbers, Validation Codes(as may be provided by Intuit), or serial number(s) (if any);

(b) Making additional copies or duplicating any aspect of the Software/Subscription, by any means, including electronic transmission;

(c) Copying any portion of the printed materials, if any, accompanying the Software, or printing multiple copies of any user documentation; or

(d) Installing the Software on computers used by individuals who do not have license grants under the Software or Subscription.

3.4 Subject to Intuit's approval, in its sole discretion, you may only transfer/assign your right(s) in and to your edition of the Software to a third party, or sell the computer on which the Software is installed to a third party, provided that, within fifteen (15) days of the transfer/assignment to that third party, (a) you notify Intuit of the transfer/assignment and complete any transfer forms required by Intuit, (b) the third party enters into the most current version of the Agreement for the specific edition of the Software or Subscription as provided by Intuit; and (c) the third party provides Intuit with complete payment information, as deemed acceptable by Intuit, for purposes of paying the applicable fee(s) and all other fees which might be due and owing in connection with your prior use of the Subscription. If you transfer/assign your rights to your edition of the Software to any third party, you may not keep a copy of such software or any related materials/documentation for yourself. 

3.5 If you purchased a license for QuickBooks Premier: Accountant Edition software, and if you are a member of the QuickBooks ProAdvisor Program:  

            a. Your use of the QuickBooks Premier: Accountant Edition is conditional upon your being a member in good standing in the QuickBooks ProAdvisor Program.  If you choose to leave the QuickBooks ProAdvisor Program or let your membership otherwise lapse, you will be denied access to all benefits of the QuickBooks ProAdvisor Program which includes the QuickBooks Payroll Software and any updates, (access will be limited to viewing transaction data, viewing reports and printing historical data, known as Reduced Functionality Mode) which will not be reinstated until you rejoin the QuickBooks ProAdvisor Program and pay any applicable administrative fees.

            b. In addition to the terms, conditions and restrictions set forth in this Agreement, your membership guide to the QuickBooks ProAdvisor Program (ProAdvisor Terms & Conditions) may set out additional terms, conditions and restrictions that apply to you.  In the event that the terms of this Agreement are inconsistent with the ProAdvisor Guide, the terms of this Agreement shall control as to the QuickBooks Premier Accountant Edition software.

            c. You may not assign/transfer your rights in and to the QuickBooks Premier: Accountant Edition software to any third party without Intuit's prior approval, which may be conditional upon the third party assignee/transferee agreeing to certain terms and conditions as determined by Intuit in its sole discretion.

3.6 You may not process payroll for any other person, company or legal entity without QuickBooks Payroll Software.

4.         Cancellation Policy

4.1 You may cancel your Subscription at any time by notifying Intuit of your cancellation in accordance with Section A.7.2.  Intuit will charge to your credit card or direct debit from bank all fees owed by you under this Agreement. 

4.1.1 Your cancellation will be effective by the close of your applicable Subscription Period in which Intuit receives your cancellation notice, however, if Intuit receives your notice with less than ten (10) business days left in the then existing Subscription Period, your cancellation will take effect at the close of the following Subscription Period, which in no event shall exceed one (1) calendar month.  By way of example only, if your Subscription started on January 15, and Intuit received your notice of cancellation on October 20, your cancellation would be effective by November 15.  If Intuit received your cancellation notice after November 5, your cancellation would be effective by December 15 and you would be required to pay for the Subscription Period which started on November 15.

4.2 Deactivation Code. Intuit may embed a deactivation code in the Software which, upon cancellation/termination of this Agreement or your failure to pay fees owed by you (if any) under this Agreement, Intuit may automatically bar your access to the Software, Subscription and Services.  On your request, you may still be able to access historical data for reporting purposes.

5.         60 Day Money Back Guarantee

In the event you determine that you are not satisfied with the Software and/or Service, Intuit’s entire liability and your exclusive remedy shall be a full refund of the purchase price you paid for the Software and Service (if applicable) (minus applicable shipping and handling fees (if any)) if within sixty (60) days of purchase you: (a) Send via registered mail to: Intuit Limited PO. Box 2234, Maidenhead, Berkshire SL6 1YW;, all items provided to you as part of the Software or Service, your notice of cancellation, and Proof of Purchase; (b) Delete any Software and documentation downloaded or loaded onto your computer; and (c) Destroy any and all copies made by you (or with your permission) of any portion of the Software.

6.         Limited Warranty

6.1 Intuit warrants that all CD(s) or other media (collectively, "CD(s)") provided to you as part of the Software or in relation to the Subscription, when under normal use, shall be free from defects in material and workmanship for sixty (60) days from the date of shipment of the CD(s) to you.  For CD(s) that do not operate as warranted, Intuit shall, at its option, repair/replace the CD(s) at no additional cost to you provided that you send Intuit a replacement request, the defective CD(s), and documentation evidencing the date and amount for which you subscribed to the Subscription (e.g., dated receipt, shipping invoice) under Section A.1.1(a) or paid for the Software under Section A.1.1(b), prior to the expiration of the sixty (60) day warranty period.  If you identify a defect after the warranty period, Intuit may make a replacement CD(s) available if you send to Intuit: your replacement request, the defective CD(s), and a cheque made payable to "Intuit Limited (UK)" in the applicable amount plus applicable tax (including without limitation VAT, sales taxes and custom duties).  You can access the cost for replacement disks by calling Intuit at 0845 606 2161 and for customers of Barclays Business Manager at 0845 601 5962.  For all orders shipped within the United Kingdom, please add all applicable VAT as well as VAT on shipping and handling based on your shipping address. Any request for the replacement of defective CD(s) (with the items identified in this Section A.6.1) must be sent to Intuit as set forth at Section A.7.3.

6.2        SECTIONS 11, A.5 AND A.6 SET FORTH INTUIT'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE SUBSCRIPTION, THE SOFTWARE, DEFECTIVE DISKS OR APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT SERVICE PROVIDED AS PART OF OR IN CONNECTION WITH THE SUBSCRIPTION OR THE SOFTWARE.

7.          Termination.

7.1        Intuit shall have the right to change  delete, discontinue, or impose conditions on any feature or aspect of the Software, Subscription or services (including but not limited to internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including http://quickbooks.intuit.co.uk/index.jsp If your Software is QuickBooks Premier: Accountant Edition, additional means of notification may apply to you, and you acknowledge and agree that notice provided by Intuit in accordance with Sections 14 and A.7.1 and/or as set forth in the ProAdvisor Terms & Conditions shall be valid.

7.2        Notification by You to Intuit:  Any notification to be provided by you to Intuit under this Agreement must be made by one of the following means:

(a)  E-mail:  uksales@intuit.com;

(b)  Post:  Customer Services Manager, Intuit Limited, PO. Box 2234, Maidenhead, Berkshire SL6 1YW; Fax:  0845 601 1571; or Phone:  0845 606 2161.

Copyright 2010 Intuit Limited.  All rights reserved.

Google Desktop Terms and Conditions

By agreeing to install Google Desktop you indicate that you have read, understand and agree to the Google Desktop Terms and Conditions located at http://desktop.google.com/eula.html. You understand and agree that Google reserves the right to modify these Google Desktop Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Google Desktop Terms and Conditions, as modified. Please review the most current version of the Google Desktop Terms and Conditions from time to time, located at http://desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Thank you for trying out Google Desktop! This page contains the terms and conditions ("Terms and Conditions") for Google Desktop and Google Desktop (collectively, "Google Desktop") – including our business version, Google Desktop for Enterprise. By downloading Google Desktop, you agree to this agreement either for yourself or on behalf of your employer or another entity and agree to be bound by its terms and conditions. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please press the "I do not accept" button below.

Personal or Internal Business Use Only

Google Desktop is made available to you for your personal or internal business use in compliance with all applicable laws, rules and regulations. If you want to make commercial use of Google Desktop, including but not limited to selling or distributing Google Desktop for payment, you must enter into an agreement with Google or obtain Google's written permission in advance. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. Google reserves the right to refuse or discontinue participation to any applicant at any time in its sole discretion.

Prohibited Actions

Except for distributions for internal business and/or personal use to your employees or contractors in compliance with these Terms and Conditions, you may not distribute Google Desktop or any services or software associated with or derived from it, modify, copy, license, or create derivative works from Google Desktop, unless you obtain Google's written permission in advance. If you wish to do any of the above, please contact us by visiting desktop.google.com/feedback.html.

Distribution

Once you have obtained Google's permission, you may make copies of Google Desktop and distribute such copies to others provided that any such recipient has had an opportunity to review and agree to be bound by these Terms and Conditions. If others to whom you'd like to distribute Google Desktop do not have this opportunity to review and agree to these Terms and Conditions but you would still like to distribute copies to them, you may do so provided that you have the legal right to bind each of those third parties to these Terms and Conditions. If you do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, you may not distribute Google Desktop to them. If you have any questions regarding the terms of distribution, please contact us by visiting desktop.google.com/feedback.html.

Automatic Updates

Google Desktop may communicate with Google's servers (unless you are using Google Desktop for internal business use and your settings prevent this communication) to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, Google Desktop sends Google a request for the latest version information. By installing Google Desktop (unless you are using Google Desktop for internal business use and your settings prevent this communication), you hereby agree to automatically request and receive Updates from Google's servers.

Information Practices

Protecting users’ privacy is very important to Google. As a condition of downloading and using Google Desktop, you agree to the terms of the Google Desktop Privacy Policy [link], which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. Information collected by Google may be stored and processed in the United States or any other country in which Google Inc. or its agents maintain facilities. By using Google Desktop you consent to any such transfer of information outside of your country.

Intellectual Property

You acknowledge that Google or third parties own all right, title and interest in and to Google Desktop, portions thereof, or software or content provided through or in conjunction with Google Desktop, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Desktop, or to extract significant portions of Google Desktop's files for use in other applications. You also agree to (and agree not to allow third parties to) not remove, obscure, or alter Google's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Google Desktop.

Feedback

If you have comments on Google Desktop or ideas on how to improve it, please visit desktop.google.com/feedback.html. Please note that by doing so, you also grant Google and third parties permission to use and incorporate your ideas or comments into Google Desktop (or third party software or content) without further compensation or approval.

Changes to Terms and Conditions

Google reserves the right to modify these Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. Please review the most current version of the Terms and Conditions from time to time, located at desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Disclaimer of Warranties

Google and any third party who makes its software or content available in conjunction with or through Google Desktop disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of Google Desktop and/or any third party software or content accessed in conjunction with or through Google Desktop. GOOGLE DESKTOP AND ANY THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GOOGLE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOOGLE AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL GOOGLE OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF GOOGLE DESKTOP OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOOGLE AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, FROM INABILITY TO USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Miscellaneous Provisions

These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales and you and Google hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these Terms and Conditions. Notwithstanding the preceding sentence, nothing in these Terms and Conditions shall restrict or limit Google seeking injunctive or similar relief in any jurisdiction. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Google and/or a third party who make its software and/or content available in conjunction with or through Google Desktop.

Date: March 2010