Intuit Developer Terms of Service

As of June 17, 2025

Thank you for selecting the Intuit Developer Platform (“Developer Platform”) for your development needs and innovations. These Intuit Developer Terms of Service constitute a binding, legal agreement (“Agreement”) between Intuit Inc., including its Affiliates (“Intuit”, “we”, “our”, or “us”) and you (“Developer”, “you”, or “your”) and govern your access to and use of the Developer Platform (individually a “Party” and collectively the “Parties”). All capitalized terms in this Agreement shall have the meanings defined herein.

If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, your client and Authorized Users, as applicable. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, enroll in, use or access the Developer Platform.

By indicating your acceptance electronically, or by installing, accessing or using the Developer Platform you affirm that you have read, understood, and expressly agree to be bound by this Agreement and establish its Effective Date.

GENERAL TERMS

1. AGREEMENT

1.1 In General. This Agreement supersedes and replaces all prior agreements, understandings or arrangements between you and Intuit, whether oral or written, with respect to the subject matter herein including, but not limited to, prior versions of the Intuit Developer Terms of Service, or any terms governing the Intuit Developer Platform. Adherence to the terms and conditions set forth in this Agreement grants you access to the Developer Platform, which includes usage of Intuit Intellectual Property and the Intuit Developer Services which specifically encompasses Intuit Capabilities, Intuit APIs, Intuit Content, and Intuit Developer Marketing Channels. This Agreement includes and incorporates by reference all Intuit exhibits, schedules and attachments (“Exhibits”) and all Intuit Policies. An Exhibit or Policy applies to you to the extent that you access the Developer Platform, use the Services or participate in an applicable Program. This Agreement is separate from and not modified by any other Intuit agreement which may govern your use of other Intuit or Affiliate products and services which are not part of the Developer Platform. In addition, participation in certain Programs may be subject to a separate commercial contract. In the event of a conflict or inconsistency between the terms of this Agreement and those of any Exhibit or Policy, then the terms of such Exhibit or Policy shall prevail solely as to the conflicting or inconsistent provision.

1.2 Modifications to the Intuit Developer Platform. Intuit reserves the right to modify or discontinue this Agreement, an Exhibit, the Policies, the Platform, the Services and the Programs at any time at our sole discretion without prior notice. Efforts will be made to notify you of any material changes through the Developer Platform, electronic communications, or other appropriate methods, but cannot be guaranteed. You are responsible for regularly reviewing the Developer Platform for updates. Your continued use of the Platform after changes have been made signifies your acceptance of these changes. If you disagree with the changes, you must cease accessing the Developer Platform and using the Services immediately, resulting in the termination of this Agreement.

1.3 Program Participation. Periodically, we will issue Program Guides for various Programs that Intuit or our Affiliates offer. A Program Guide contains critical information about an individual Program, including details about specific fees, tiers, and benefits, as applicable. You are encouraged to reference the applicable Program Guide for details specific to a Program, as the contents of these Program Guides are legally binding and incorporated herein by reference. We reserve the right to modify or discontinue any benefits or services described in a Program Guide at any time without prior notice. We reserve the right to verify eligibility requirements for any Program at any time. You can access the latest versions of the Program Guide(s) here.

1.4 Program Exceptions. Intuit may from time to time and at its discretion elect to exempt or exclude specific categories of Developers, customers, or partners from certain Programs based on certain established criteria with the effect that those participants are not subject to the associated fees and will not receive access to the benefits that come with those Programs.

1.5 Support. Intuit reserves the right, at its sole discretion, to provide, modify, or terminate any support related to the Developer Platform, Services or Program (“Support”) without prior notice to you. Furthermore, Intuit retains the authority to alter, suspend, or cease any component of the Developer Platform, including the availability of any Service or Program, at any time. Intuit may issue subsequent versions of Services, and you may be obligated to adopt and implement these newer versions. Additionally, Intuit may establish restrictions on certain Services or limit your access to certain parts or the entirety of the Developer Platform, without incurring any responsibility or obligation to notify you.

1.6 Additional Intuit Services. You may be offered other services, products, beta features, or promotions by Intuit and our Affiliates (“Additional Intuit Services”). Additional terms, conditions and fees may apply to these Additional Intuit Services. For some Additional Intuit Services you may upload or enter data including your name, address, phone number, email address, purchase history, and the like, and you grant Intuit and our Affiliates permission to use this information about you, your business and your experience to help us provide the Additional Intuit Services, to develop new products and services, and to enhance the Platform. Additional Intuit Services are offered on an “as is” and “as available” basis, and your use of such services is at your own risk. We reserve the right to modify, update, or discontinue Additional Intuit Services at any time without notice. Intuit may be legally required to send you communications about the Additional Intuit Services or third-party products. You agree that these communications may be delivered via email or posted on our websites, ensuring you stay informed about updates that could affect your usage or rights related to the same.

2. OWNERSHIP AND LICENSES

2.1 Ownership of Intellectual Property. Each Party retains all rights, title, and interest in and to its respective Intellectual Property worldwide, subject to the limited licenses granted herein in connection with each Party’s performance of this Agreement. Neither Party shall use, copy, reproduce, distribute, reverse engineer, commercialize, create derivative works from, manufacture, report, publish, disclose, sell, sublicense, lease, assign, transfer, encumber, or otherwise transfer or transform any of the Intellectual Property of the other Party, except as expressly allowed under this Agreement. This includes altering, removing, or suppressing any copyright or other proprietary notices or confidentiality legends on any Intellectual Property of the other Party. Both Parties must ensure that all such notices, marks, and legends appear on all copies and media containing the other Party’s Intellectual Property. If you provide any Feedback, you grant Intuit all right, title and interest in the Feedback, without any right to compensation from or other obligation by Intuit. Subject to your and Intuit’s respective rights and obligations under this Agreement or other contract(s) established between you and Intuit for a specific product or service, you acknowledge that Intuit may develop and make available products and services that are similar to or otherwise may compete with your products and services, including the products and services that may be offered by or as part of your Developer Application.

2.2 License Grant By Intuit to Developer. Subject to the terms and conditions of this Agreement, Intuit grants you a non-exclusive, non-transferable, revocable, royalty-free, limited license to access the Developer Platform and use the Services solely for the purposes stated herein. You shall not use the Platform for unauthorized purposes, or to reproduce, redistribute, modify, or create derivative works without Intuit’s prior written consent. All rights not expressly granted are reserved by Intuit. This license permits you to use the Developer Platform via your designated Developer Account, which remains Intuit’s property and may be revoked or restricted at Intuit’s discretion. This license is subject to your compliance with this Agreement and the Intuit Policies and may be terminated by Intuit upon any breach of this Agreement or at Intuit’s discretion. This license does not grant any proprietary interest in the Developer Platform or rights beyond those explicitly authorized in this Agreement.

2.3 License Grant by Developer to Intuit. By accessing or using the Developer Platform, or publishing your Developer Application, including listing a Developer Application on an Intuit Developer Marketing Channel, you grant Intuit a non-exclusive, worldwide, transferable, sublicensable, royalty-free license to use, host, copy, display, perform, transmit, promote, and engage with your Developer Content, Developer Marks, and Developer Application. This includes the use of your name, logos, trademarks, service marks, imagery, websites and any associated marketing for the purposes of i) producing marketing materials, issuing press releases, distributing promotional materials, making necessary regulatory disclosures, and engaging in other public relations activities; and ii) hosting and utilizing the same. You are responsible for frequently archiving your Developer Content, as Intuit is not liable for any lost or unrecoverable Developer Content.

3. PROHIBITED USES OF THE DEVELOPER PLATFORM

3.1 Prohibited Uses. You agree not to use the Developer Platform, nor permit any third party to use the Developer Platform to engage in activities that violate any Applicable Laws, this Agreement, or Policies, or that could result in criminal, civil, administrative, or regulatory liability for Intuit. Specifically, you are prohibited from engaging in the following activities, and you agree not to upload or place Developer Content on the Developer Platform that violates any of these terms:

• Illegal or Fraudulent Activities. Do not use the Developer Platform in any manner that is illegal, fraudulent, deceptive, defamatory, abusive, threatening, discriminatory, violent, harassing, offensive, or misleading. This includes, but is not limited to, sharing, creating, or distributing content that is obscene, inappropriate, or objectionable.
• Impersonation and Privacy. Avoid impersonating another individual or falsely representing your identity or qualifications. Do not violate another’s privacy rights or use content that you do not own or for which you lack permission from the authorized rights holders including Intellectual Property rights holders.
• Transmission of Harmful Data. Do not transmit harmful, disruptive, or malicious software or data, such as viruses, worms, Trojan horses, or engage in unauthorized access or interference with Intuit’s or any third party’s systems, networks, or data.
• Prohibited Content and Actions. Do not upload, post, distribute, link to, or publish content that is likely to incite or threaten violence or that involves harmful practices. Avoid activities such as investment opportunities, solicitations, chain letters, pyramid schemes, spamming, or flooding.
• Misuse of Developer Platform. Do not reproduce, modify, resell, license or provide unauthorized access to the Developer Platform, or otherwise distribute the Services, Intuit Content, User Data, or any output thereof. This includes attempting to reverse engineer, decompile, or disassemble Intuit’s Intellectual Property or related components.
• Benchmarking Activities. Refrain from using the Developer Platform for benchmarking, or to engage in any form of competitive intelligence that seeks to compare with or derive information, data, Services, Intuit Content, User Data, for use against Intuit or with Intuit products or services.
• Wholesale Activities. Do not use or access the Developer Platform, the Services, Intuit Content or User Data for general archiving, back-up purposes, or to develop applications whose primary purpose is to aggregate, collect, distribute, make available on a wholesale basis or similar activities.
• Data Retrieval Activities. Refrain from any form of scraping, automated retrieval, botting, crawling, data mining, harvesting, indexing, or interfering with Developer Platform, the Services, Intuit Content, User Data or any other data from the Developer Platform.

3.2 Consequences of Violation. Engaging in any of the prohibited activities or uses may place Intuit at risk of liability or encourage others to commit prohibited acts. Intuit reserves the right to suspend or terminate your access to the Developer Platform if your activities, Developer Applications, Developer Content, or Developer Marks are determined to be objectionable or in violation of this Agreement, at Intuit’s sole discretion. Suspension or termination may occur based on our reasonable suspicion that your conduct engages in or supports any prohibited uses described above or if it violates the spirit of these prohibited uses.

4. ENROLLMENT AND MAINTAINING A DEVELOPER ACCOUNT

4.1 Enrollment Process. Enrollment is required to access and use the Developer Platform, to participate in a Program, to create a Workspace, to use the Services and the like. To enroll, you must create a Developer Account by providing and maintaining complete and accurate information, including the following:

• Your Identity Details: Legal name of individual or entity.
• Your Domicile Address: Your residential address or, if you are registering as an entity, then the address where your entity is organized or incorporated.
• Your Email Address(es): Valid email contact information.
• Authorized Users: Details pertaining to any Authorized Users.
• Payment Information: If applicable, valid and current payment method to facilitate financial transactions related to the Developer Platform.

It is your responsibility to regularly review and ensure that the information you provide is accurate and current following any changes. Keeping your information up-to-date is essential for the successful upkeep of your Developer Account and for the verification process, both of which are prerequisites for accessing the Developer Platform.

4.2 Obligations Regarding Your Intuit Developer Account. To create and maintain a Developer Account and to use the Developer Platform, you must adhere to the following requirements:

• Provide Accurate Information. Always provide and maintain true, accurate and complete information about yourself, your entity, your Authorized Users, your payment information, and your Developer Application.
• Maintain Security and Confidentiality. Maintain the security of your Developer Account and the confidentiality of your access credentials and the access credentials of your Authorized Users. Never share Developer Account access credentials with unauthorized persons. Immediately notify Intuit if you suspect any unauthorized use of your Account.
• Authorized User Compliance. Ensure your Authorized Users provide true, complete, and accurate information. Authorized Users must never share access credentials with unauthorized persons.
• Update Information Promptly. Promptly update all your information to keep it accurate, complete, and current. You must immediately notify Intuit of any changes to your information, including changes in your entity details, payment information, Authorized Users, or your Developer Application.

By adhering to these obligations, you help ensure the security and integrity of your Developer Account and the Developer Platform.

4.3 Verification and Updates. Intuit may inquire and take necessary actions to verify the accuracy of the information you provide at Enrollment and any subsequent updates throughout the Term of this Agreement. You are required to cooperate fully with such inquiries and any additional information requests. Furthermore, Intuit reserves the right to revoke Account access at any time in accordance with the terms of this Agreement.

4.4 Authorized Users. You are responsible for any and all actions of any Authorized User(s). You represent and warrant that actions undertaken by Authorized Users are fully authorized by you, that any such Authorized User(s) shall comply with this Agreement, all terms that apply to you, and that you are responsible for their acts and omissions. You further agree to promptly revoke the access of any Authorized User(s) who are no longer authorized by you to access the Developer Platform, and you are responsible for ensuring that such access is effectively and timely removed.

5. DEVELOPER PLATFORM SERVICE FEES

5.1 Developer Platform Service Fees. To use the Developer Platform, you may need to pay fees which may include a flat monthly fee and a variable API usage fee (“Developer Platform Service Fees” or “Fees”). You are responsible for timely paying the Developer Platform Service Fees which will be billed monthly in U.S. Dollars or the currency identified at the time of Enrollment or subscribing to the Services, using the payment method you have provided. You are responsible for any and all taxes and fees related to accessing or using the Developer Platform and in remitting the Developer Platform Service Fees. We reserve the right to change the Developer Platform Service Fees at any time, at our sole discretion and without notice to you. You will continue to be billed each month at the current rates, and this billing will automatically renew unless the Services are canceled, suspended or terminated in accordance with this Agreement.

5.2 Preventing Service Interruptions. To prevent Service interruptions you must inform us of updates to your payment method (e.g., credit card expiration date). If your payment method is not accurate or up-to-date we may use programs supported by your card provider (e.g., recurring billing programs) to update your payment information and you authorize us to continue billing your Developer Account with the updated information. Additionally, Intuit may grant a grace period for out-of-date payment methods, but we are under no obligation to do so. This grace period should not be expected as standard practice and is provided at Intuit’s discretion.

5.3 Good Standing of Developer Account. By continuing to use and access the Developer Platform, you agree to maintain your Developer Account in good standing. This includes providing and keeping current and accurate payment information such as your correct billing address and a valid payment method. Furthermore, you must ensure that the email address(es) associated with your Developer Account is updated and correct to facilitate the successful processing of payments.

6. COMPLIANCE AND AUDITS

6.1 Maintaining Accurate Information. You are required to provide complete and accurate information about your activities, entity details, associated individuals, Authorized Users, your Developer Application(s), your use of the Services, and your privacy and security practices as they relate to your performance under this Agreement. You must maintain complete and accurate records demonstrating your full compliance with this Agreement. If any information becomes outdated or inaccurate you must immediately notify us and update the same with updated and accurate information.

6.2 Intuit’s Right to Audit. Intuit reserves the right to ensure the implementation of reasonable safeguards for data accessed through the Developer Platform and to verify your compliance of this Agreement through testing and audits. Intuit may access and test your use of the Platform and your Developer Applications at any time without prior notice to verify compliance with this Agreement and to ensure adherence to all Policies. You agree to facilitate and cooperate in audits conducted by Intuit, or its designated third party, in order to review your relevant books, records, systems, and files including allowing reasonable access to your premises to verify compliance. Each Party will bear its own costs incurred during the audit.

6.3 Developer’s Obligation to Assess Issues and Provide User Support. In the event of an identified Security Incident, Developer Application Disruption, or breach of this Agreement, you must take prompt and effective remedial actions and inform Intuit of these actions. Failure to remediate to Intuit’s satisfaction may lead to immediate suspension or termination of this Agreement including suspension or termination of your use of the Platform. You acknowledge and agree that you are responsible for providing all User and technical support for the Developer Application(s) which includes data synchronization and ongoing maintenance for your Developer Applications.

6.4 Monitoring Developer Content. Intuit may, but has no obligation to, monitor your access to or use of the Platform, your Developer Content, your Developer Application including any third-party content, for the purposes of operating the Platform, ensuring compliance with this Agreement and complying with Applicable Law. Intuit reserves the right to remove or disable content, including Developer Content or your Developer Application, it considers inappropriate or in violation of this Agreement and may disclose information as necessary to fulfill our legal obligations or to protect Intuit, Users, and our customers.

7. SANDBOX AND COMMUNITY FORUMS

7.1 Sandbox Features and Availability. Intuit may provide a Sandbox as part of its Services which functions as an experimental test environment for the development and internal evaluation of Developer Applications. The Sandbox is offered “AS IS” and may be subject to changes, revisions, or removal at any time by Intuit without notice or liability. Intuit reserves the right to conduct audits of your use of the Sandbox and may impose additional fees or limit functionalities (including throttling or blocking access) based on the extent of your usage, compliance with Policies, or variations in the functionalities accessed, as determined necessary to ensure fair usage and the integrity of the Sandbox environment.

7.2 Your Use of the Sandbox. You agree to utilize the Sandbox exclusively for the creation, testing, and internal evaluation of your Developer Applications using only non-live, Aggregated and Anonymized Data which does not correspond to any identifiable individual, household, or group of persons. The Sandbox, and the data provided therein, must not be used for production purposes. Your use of the Sandbox is subject to Applicable Law, this Agreement and Intuit Policies. Access to the Sandbox does not imply or guarantee approval of your Developer Application(s).

7.3 Community Forums. The Developer Platform may include community forums or social features to exchange information with other Developers, Users and the public. Intuit is not responsible for the content or information posted in these forums. If you choose to utilize these forms, please engage respectfully, and avoid revealing any information you do not wish to be public. Intuit is not responsible for any third-party content, posts or information provided within any community forum.

8. GENERAL GUIDELINES FOR DEVELOPER APPLICATIONS

8.1 Submission and Review Process. Before your Developer Application can be publicly distributed you are required to submit to Intuit a self-assessment questionnaire. This questionnaire confirms your Application’s compliance with this Agreement. Upon Intuit’s approval, your Application will enter production and become accessible to Users. To launch your Application using an Intuit Developer Marketing Channel, further assessments and reviews may be required by Intuit initially, and periodically thereafter, including, but not limited to:

• Security Review. Our security review focuses on your data privacy and stewardship policies to ensure that you are abiding by Applicable Law, this Agreement, Intuit Policies.
• Technical Review. Our technical review focuses on your adherence to technical usage standards as your Developer Application must comply with specified technical and design criteria as provided on the Platform.
• Marketing Review. Our marketing review evaluates your compliance with our marketing standards as you must comply with Intuit’s Policies related to marketing, branding, trademark and logo use.
• Legal Compliance. You must ensure all actions, particularly those related to processing User Data and Personal Information, comply with Applicable Law.

It is your responsibility to maintain the accuracy and functionality of your Developer Application at all times. We reserve the right to modify the assessments, questionnaires and reviews at any time without prior notice.

8.2 Rights and Cooperation. You grant Intuit and its Affiliates the right to use the Developer Application for testing, evaluation, and in the Intuit Developer Marketing Channel. Full cooperation with Intuit during the review process is required, including promptly providing accurate and complete information, as requested.

8.3 Updates and Modifications. Promptly notify Intuit in writing about any changes to your Developer Application that affect how you collect, store, handle, or process User Data. This includes any of your infrastructure adjustments impacting security and data privacy, and updates to disclosures, terms of service, and privacy policies provided to Users.

8.4 Intellectual Property Rights. You warrant that you possess all necessary Intellectual Property, including any third-party intellectual property rights in any Developer Application(s) required to grant these licenses to Intuit and, where applicable, to Users.

8.5 Discretionary Approval and Maintenance. Intuit reserves the right to withhold, deny, suspend, or reject your Developer Application at its sole discretion, without any obligation to provide reasons and without incurring liability for any resulting costs or lost opportunities.

8.6 Developer Responsibilities. You acknowledge and accept sole responsibility for any liabilities arising from the development, use, marketing, distribution, or access related to your Developer Application. Prompt and effective remedial actions are required if a Security Incident or breach of this Agreement occurs, and must be reported to Intuit without delay. You acknowledge and agree that you are responsible for providing all User and technical support, including data synchronization and ongoing maintenance, for the Developer Application(s). In the event of any breaches of this Agreement or Security Incidents you must take prompt and effective remedial actions and promptly inform Intuit. Failure to remediate to Intuit’s satisfaction may lead to immediate suspension or termination of this Agreement and your use of the Developer Platform.

8.7 Developer’s Ownership of Developer Application(s). Developer owns all rights, title, and interest to and of its Developer Application(s) and by using the Developer Platform, no ownership rights of the Developer Application are transferred from Developer to Intuit through any marketing channels, including the Intuit Developer Marketing Channels. Developer Applications are made available strictly per the terms provided in this Agreement, with all proprietary rights retained by you, subject to any licenses granted to Intuit.

8.8 Eligibility to Use Intuit Developer Marketing Channels. Conditioned upon Intuit’s review and approval of your Developer Application(s) for public distribution, you may promote your Developer Application(s) through the Intuit Developer Marketing Channels. To do so, your Developer Application must comply with Intuit Policies including, but not limited to, any technical, security, and marketing policies. Likewise, if you promote your Developer Application using Intuit Content, then you must only use Intuit-approved marketing materials. Assuming your compliance with our Policies and prior approval of your Developer Application, you may use the Intuit Developer Marketing Channels for marketing and promoting your eligible Developer Application(s).

8.9 General Practices. You retain the right to withdraw your Developer Application from the Intuit Developer Marketing Channels at any time, following current procedures and standards. Conversely, Intuit may remove your Developer Application from the Intuit Developer Marketing Channels as deemed appropriate by Intuit. In the event that Intuit discontinues one of our marketing channels offered within the Intuit Developer Marketing Channels, you will be notified reasonably in advance through email or other notifications within the Developer Platform.

9. BRANDING GUIDELINES FOR DEVELOPER APPLICATIONS

9.1 Intuit Marks - Limited License Grant by Intuit. Conditioned upon Intuit’s approval of your Developer Application for public distribution, Intuit grants you a limited, non-exclusive, worldwide, non-transferable, non-sublicensable, revocable license within the Territory during the Term to use Intuit Marks in accordance with this Agreement and all applicable Policies, including Intuit’s Branding Guidelines and Intuit Content. This limited license permits the use of designated Intuit Marks solely for the purpose of visually depicting interoperability and data synchronization between your Developer Application(s) and the corresponding Intuit product or service. The use of Intuit Marks is confined to your own marketing and promotional materials for your approved Developer Application(s) and must not extend to any other applications, products, or services, whether provided by you or third parties. Any use of the Intuit Marks beyond the scope of this license requires express prior written approval from Intuit. We may change the appearance and/or style of our Intuit Marks, in our sole discretion, and you are required to implement these changes. We will attempt to provide you with sufficient advance notice to implement any changes to Intuit Marks.

9.2 Intuit Marks - Ownership by Intuit. Intuit retains all rights, title, and interest in the Intuit Marks. Any use of these Intuit Marks will benefit only Intuit. You are prohibited from using the Intuit Marks or any derivatives thereof:

• As part of any name or branding for your Developer Application(s).
• As a company name, entity name, service name, trade name or any business identifier.
• As a direct business source identifiers like stationery, business cards, URL, posts or domain names.
• In connection with non-tested or non-public products or in a misleading, confusing, or damaging manner to the Intuit brand.
• In association with any applications, products or services deemed by Intuit to violate this Agreement.
• As part of any technical support, consulting services, or other goods or services.

You may not register, in any jurisdiction, trademarks, or domain names similar to the Intuit Marks, and you will not challenge Intuit’s ownership or use of these Intuit Marks. In case of any determination by Intuit that your use of the Intuit Marks may be confusing as to the source of products or services offered in connection with the Intuit Marks, you agree to take immediate steps at your expense to remedy the confusion, including assigning any rights or registrations to Intuit as necessary.

9.3 Third Party Rights. You acknowledge that third party trademarks, service marks, service names, and logos are the property of their respective owners. Intuit does not claim ownership of these marks or affiliation with these third parties, and no rights to use third party marks are implied or granted in connection with this Agreement or the provision of the Developer Platform or Services.

10. THIRD-PARTY SERVICES AND EXTERNAL LINKS

10.1 No Endorsement of Third-Party Services. In relation to your use of the Developer Platform, you may encounter and have the option to use other services, features, products, offers, and promotions provided by third parties not affiliated with Intuit or its Affiliates (“Third-Party Services”). Your decision to use these Third-Party Services is made at your discretion and risk. Intuit does not endorse, approve, or affiliate itself with any Third-Party Services. Links found on Intuit’s websites are provided for convenience only, and you acknowledge that Intuit, its Affiliates, and any other third party do not investigate, monitor, sponsor, or verify the link, content or practices of any Third-Party Services, including the information contained within third-party websites and we are not responsible for the same.

10.2 Risks, Responsibilities and Liability. Access to and using any Third-Party Services including websites linked to the Platform is at your own risk. You are responsible for familiarizing yourself with the terms, conditions, and privacy policies of the Third-Party Services before engagement. Intuit does not guarantee the safety, suitability, or accuracy of any external sites or services including Third-Party Services. Intuit assumes no liability for any harm, damages, or loss you may incur from your use of or reliance on any Third-Party Services accessed through Intuit’s Services.

10.3 Intellectual Property Notices. You acknowledge that Third-Party Services may contain intellectual property owned by those third parties. Your use of any third-party intellectual property through Intuit’s Services must respect the applicable intellectual property owner’s rights.

10.4 Authorization for Use and Disclosure of Your Information. You authorize Intuit to use and disclose your Personal Information, including your individual or entity name, email address, physical address, and the like, including information related to your Developer Application for the purpose of offering or facilitating offers from or access to a Third-Party Service.

11. COMPLIANCE WITH APPLICABLE LAW, ANTI-BRIBERY, ANTI-CORRUPTION AND GLOBAL TRADE LAWS

11.1 General Compliance. You shall use the Platform solely for lawful purposes and you shall strictly comply with all Applicable Law, this Agreement and Intuit Policies, which may be updated periodically by Intuit, when using the Intuit Developer Platform.

11.2 Compliance with Applicable Anti-Bribery and Anti-Corruption Laws. In conformity with the United States Foreign Corrupt Practices Act of 1977 (“FCPA”), the Organization for Economic Cooperation and Development (“OECD”), Canada’s Criminal Code and the Corruption of Foreign Public Officials Act (“CFPOA”), the UK Bribery Act (“UKBA”), Australia’s Commonwealth Criminal Code Act of 1995, as well as any other Applicable Law prohibiting bribery, money laundering, and other corrupt practices and behavior, and with Intuit’s Policies including, but not limited to, Intuit’s Supplier Code of Conduct, you (including any of your Authorized Users, agents or employees) shall not, nor shall you use the Platform or a Developer Application to, directly or indirectly offer, give, receive, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments or other unlawful or improper inducements to any person (natural or entity) in whatever form (including without limitation, gifts, travel, entertainment, contributions, or anything else of value).

11.3 Compliance with Global Trade Laws. In connection with your performance of any obligation under this Agreement, you shall, at your own expense, take all necessary measures, actions, and steps (and cause third parties to do the same) to ensure no transactions or interactions occur with any persons (natural or entities) on lists maintained by the United States, Canada, the United Kingdom, Australia, and any other applicable jurisdiction(s) which prohibit transactions with, and the export of products, goods and Services to, certain persons, entities, and jurisdictions subject to comprehensive embargoes or sanctions under Applicable Law, including, but not limited to, Cuba, Iran, North Korea, Syria, the regions of Crimea, Zaporizhzhia, and Kherson, the Donetsk People’s Republic (“DNR”) and the Luhansk People’s Republic (“LNR”) in Ukraine, and Russia. In the event that you enter into a transaction, or otherwise have an interaction, with a person (natural or entity) or country included in the aforementioned lists, you shall inform Intuit, in writing, within two (2) business days as of the date you learned of such fact or circumstance. Such notice is not intended to relieve, nor will it have the effect of relieving, you of any liability under this Agreement or Applicable Law.

11.4 Your Representations and Warranties Regarding Global Trade Compliance. You represent and warrant that you (including any of your Authorized Users, agents, employees, beneficiaries, owners, affiliated and/or associated parties) are not: (i) on any sanctions lists in the countries where the Platform or the Developer Application may be available; (ii) doing business in jurisdictions subject to comprehensive embargoes or comprehensive sanctions, as relevant under Applicable Law, including, but not limited to, Cuba, Iran, North Korea, Syria, the regions of Crimea, Zaporizhzhia, and Kherson, the Donetsk People’s Republic (“DNR”) and the Luhansk People’s Republic (“LNR”) in Ukraine, and Russia; and (iii) a military end user as defined in 15 C.F.R § 744. You shall not use, export, re-export, import, sell, release, or transfer the Platform or a Developer Application, or any portion thereof, except as authorized by this Agreement and in accordance with Applicable Law. You shall not export, re-export, transfer, release or deploy the Platform or a Developer Application, Intuit Intellectual Property, and the like, to (i) any U.S. embargoed countries; (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals; (iii) anyone on the U.S. Department of Commerce’s Denied Persons List; or (iv) any other persons, entities or countries on restricted lists of any related jurisdiction or as provided by Applicable Law. You also agree that you will not use the Intuit Developer Platform, the Services, a Developer Application, including any pre-release versions thereof or any Sandbox, for any purposes prohibited by Applicable Law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons or any other military end uses. Further, you represent and warrant that you have instituted, maintained and will continue to maintain policies and procedures reasonably designed to comply with this section.

11.5 Maintaining Accurate Records. You shall maintain true, accurate, and complete books and records with respect to your obligations under this Agreement as well as any and all payments made to or for the benefit of third parties in connection with this Agreement or that relate in any way to the Platform or a Developer Application. In the event that you receive, at any time during the term of this Agreement, and for five years (5) thereafter, any information causing concern that you may have failed to comply with any provision of this section, Intuit, or our designated third-party, shall have the right to audit your financial and other books and records relating to your activities and performance under this Agreement.

11.6 Payment Card Industry Compliance. You agree to maintain continuous compliance with any applicable industry security standards, rules and regulations including, but not limited to, the Payment Card Industry Data Security Standards (“PCI DSS”), Payment Application Data Security Standards (“PA DSS”), the National Automated Clearinghouse Association (“NACHA”), and Card Brand Rules, as applicable. Intuit, our Affiliates and designated third-parties may request documentation verifying your compliance with these standards and Intuit is required to audit, inquire into, or validate your compliance with the same, subject to Applicable Law and you agree to cooperate with any reasonable audits requests from Intuit concerning your compliance with the aforementioned standards. Should your access to the Developer Platform be suspended, or should this Agreement be terminated by either Party, you are obligated to continue treating cardholder data as confidential and to protect it according to Applicable Law, and the payment card industry standards, rules and regulations as mentioned.

11.7 Artificial Intelligence and Large Language Models. You shall comply with the standards imposed by the National Institute of Standards and Technology (“NIST”) related to the performance of your obligations under this Agreement, including but not limited to, your use of any Artificial Intelligence (“AI”), Large Language Models (“LLMs”) or any similarly defined terms, including any use by any unaffiliated third party.

11.8 Not Subject to Fair Credit Reporting Act. You acknowledge and agree that you are not subject to the United States Fair Credit Reporting Act (“FCRA”) and specifically agree that: (i) in accessing and processing User Data you act as an agent or representative for the User; (ii) data and User Data do not constitute a “consumer report” as defined by FCRA under 15 U.S.C. 1681a(d); (iii) in providing access to User Data, it is not the intent of either Party to be deemed a “furnisher” as that term is used in section 623 of FCRA (15 U.S.C. 1681s-2) and its implementation regulations, including, as applicable, 16 C.F.R. 660 (“Duties of Furnishers of Information to Consumer Reporting Agencies”) and 12 C.F.R. Subpart E (“Duties of Furnishers of Information”); and (iv) in accessing, exchanging or processing User Data it is not the intent of either Party to be deemed a “consumer reporting agency” as defined by 15 U.S.C. 1681a(f) or a “furnisher” as defined above. You represent and warrant that you will not (and will not enable any third party to) use the User Data provided through the Developer Platform as a “consumer report” or in any way that results in Intuit, its Affiliates and any unaffiliated third parties being deemed a “consumer reporting agency” or “furnisher” under FCRA.

11.9 Notice to Intuit. In the event that you enter into a transaction or otherwise have a prohibited interaction under this section, you shall inform Intuit in writing within a term not to exceed two (2) business days as of the date you learned of such fact or circumstance. Such notice is not intended to relieve you, nor will it have the effect of relieving you, of any liability under this Agreement or Applicable Law.

11.10 Training and Policy Adherence. You will complete all training provided by Intuit concerning compliance with Applicable Law, this Agreement and Intuit Policies, as may be reasonably required from time to time. Intuit is not obligated to provide training, and you agree to comply with all Applicable Law, this Agreement and Intuit Policies, regardless of whether training is provided.

12. USE OF PERSONAL INFORMATION

12.1 Your Personal Information. Intuit may use and maintain your Personal Information, including the information about persons whom you represent, Authorized Users and any Personal Information that you submit pursuant to the Enrollment or as part of using or accessing the Services, according to the Intuit Global Privacy Statement. Intuit is a global company and may access or store Personal Information in multiple countries, including countries outside of your own country to the extent permitted by Applicable Law.

12.2 Personal Information Accessible via the Intuit Developer Services. To the extent your Developer Application accesses any User Data or Personal Information through the Services, you represent and warrant that your Developer Application, you, your Authorized Users, employees, agents, contractors, subcontractors and/or service providers shall:

• Comply with Intuit’s Data Stewardship Principles;
• Company with Intuit’s Responsible AI Principles;
• Obtain and maintain a User’s written consent, as required by Applicable Law and shall present evidence of such consent at Intuit’s request;
• Provide disclosures, as required by Applicable Law, that: (i) are prominent, accurate, and easy to understand, (ii) describe the data that is collected, how data, User Data and Personal Information will be used, and how it may be disclosed, processed, shared, stored, transferred or exchanged; (iii) clarify that you do not process User Data or Personal Information on Intuit’s behalf, and (iv) are consistent with this Agreement and fully comply with Applicable Laws. To the extent Intuit provides a consent flow as part of a Service, you shall not modify, delete or interfere with such flow without obtaining prior written approval from Intuit;
• At all times store, process and use User Data and Personal Information solely for the purposes of providing Users the functionality of your Developer Application and in a manner that is consistent with this Agreement, within the boundaries of the User’s consent, and fully compliant with Applicable Laws ;
• If applicable, promptly provide Intuit with assistance and cooperation as we may reasonably request in order to comply with Applicable Laws or respond to and resolve requests from Users;
• Not sell or otherwise make available any User Data or Personal Information accessed through the Services to any third party for any use by such third party that does not directly support or facilitate the User’s access to or use of the Developer Application;
• To the extent you share any User Data or Personal Information with any third parties, service providers or processors acting on your behalf, (i) enter into a written agreement with such third parties regarding the third parties’ access, storage and processing of User Data or Personal Information that imposes data protection and security requirements that are at least as restrictive as those provided in this Agreement, Applicable Law, and (ii) enforce compliance with such agreement;
• Immediately cease to access and discontinue processing User Data or Personal Information if a User revokes their consent, or terminates, deletes or ceases use of the Developer Application; and
• Subject to your record keeping obligations required by Applicable Law, Securely Delete User Data or Personal Information at the request of User, with the understanding that in certain instances, the deletion request may be processed by User through Intuit.

You accept responsibility for all actions or omissions of any individual, Authorized User, agent, employee, contractor, subcontractor, service provider, processor or any third party who acquired User Data or Personal Information through you or through your Developer Application.

12.3 Personal Information Accessible via the Developer Application. Pursuant to the provision of the Developer Platform, Services, Intuit, and any of its Affiliates or respective third parties, may (i) establish its own direct relationship with a User governed by Intuit’s terms of service, which may be amended from time to time, and (ii) process User Data, including Personal Information, which will be handled in accordance with the Intuit Global Privacy Statement. You understand and acknowledge that in connection with the Developer Application, if Intuit processes any User Data, including Personal Information, on your behalf, Intuit may share such data with its Affiliates anywhere in the world. In such case, you shall notify your Users and obtain their consent where required by Applicable Law, evidence of which shall be provided to Intuit, upon request. For clarity, Intuit may use Aggregated and Anonymized Data to publish research data from time to time, and may use, display, distribute or license such Aggregated and Anonymized Data for purposes of helping Intuit (i) improve the Intuit Developer Services and its other products and services, (ii) enable a better and more accurate user experience, and (iii) assist in troubleshooting and providing technical support.

12.4 Roles Regarding Personal Information. To the fullest extent permitted by Applicable Law, and notwithstanding any provision to the contrary, Intuit and Developer shall each independently determine the purposes and means of processing any Personal Information and are independent controllers, and not joint controllers, of Personal Information and, as such, independently determine the purposes and the means of the processing of that Personal Information. Neither Party is required to retain authorization or instruction from the other Party with regard to the processing of Personal Information that it controls. Each Party shall be solely responsible for its compliance with Applicable Law in the processing, sharing, and transferring of Personal Information, including but not limited to (i) ensuring that Personal Information is fairly and lawfully processed, on the basis of one or more legal grounds found in Applicable Law, (ii) the exercise of individual rights by Users, and (iii) matters relating to requests from and other interactions with a regulatory authority. To the extent permitted by Applicable Law, Intuit shall not be liable, whether jointly or severally, for any compensation, damages, losses, fees, or costs resulting from your processing of User Data, including Personal Information.

12.5 European Union (EU) Personal Data. Without limiting the foregoing, if you process “personal data” as defined by the General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679) and/or the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR”), including, any applicable implementing or supplementary national legislation and any successor, amendment or re-enactment (“EU Personal Data”), then the following provisions apply: (i) you will provide reasonable assistance to Intuit where, in Intuit’s judgment, the type of processing of EU Personal Data performed by you is likely to result in a high risk to the rights and freedoms of natural persons (e.g., systematic and extensive profiling, processing sensitive EU Personal Data on a large scale and systematic monitoring on a large scale, or where the processing uses new technologies) and thus requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities; and (ii) if you process EU Personal Data outside of the EU or the United Kingdom (“UK”), as relevant, you will comply with the GDPR with regard to any cross border transfers of EU Personal Data. This may include: (i) processing EU Personal Data only in adequate jurisdictions as defined in the GDPR, to the extent such processing occurs in the United States; or (ii) use of a valid cross-border transfer mechanism as approved by the European Commission.

13. SECURITY POLICIES, INCIDENTS AND REMEDIATION

13.1 Maintaining Security Policy. You must establish and implement policies and procedures to protect data including, but not limited to, User Data from any unauthorized access, use, or disclosure. Likewise your policies and procedures must include measures to detect, prevent, respond to, remediate, and otherwise address any Security Incident.

13.2 Remediation of Developer Application Disruptions. You must establish and implement policies and procedures to prevent a Developer Application Disruption. In the event of a Developer Application Disruption, we will attempt to inform you of the same. If you first discover Developer Application Disruption then you will provide Intuit prompt written notice of the same. In either case you must remediate the Developer Application Disruption using commercially reasonable efforts and within a commercially reasonable timeframe providing Intuit with regular updates regarding the status of your remediation while proactively resolving issues related to User experience, as necessary.

13.3 Suspension of Access. Intuit may suspend your access to the Developer Platform at any time and in its sole discretion (i) to remedy or mitigate a Security Incident; (ii) to remedy or mitigate a Developer Application Disruption; (iii) to remedy or mitigate an attack on or vulnerability of the Developer Platform; (iv) to avoid violating Applicable Law or regulatory guidance; (v) in the event of a material financial or reputational risk to Intuit; (vi) if a Developer fails to comply with this Agreement or Policy; (vii) if a Developer fails to timely remit payment to Intuit; or (viii) any action that violates the spirit of this Agreement (“Suspension of Access”). If you are unable to resolve any issues related to access, a Suspension of Access and/or a Security Incident within timeframes provided, below, then Intuit may terminate this Agreement by written notice to you without incurring liability.

13.4 Security Incident Notice. You will notify Intuit without undue delay, and in all events no later than 24 hours, after discovery of a Security Incident (“Security Incident Notice”). Such Security Incident Notice shall include a detailed description of the Security Incident, data subject to the Security Incident, including but not limited to Intuit Content, EU Personal Data, Personal Information, User Data and any other information Intuit may reasonably request concerning the Security Incident.

13.5 Risk Classification and Service Level Availability (SLA) for Security Incidents. Intuit shall determine, in its sole discretion, the required service level availability (“SLA”) including the risk classification for a Security Incident, and the associated timeline for you to complete remediation requirements, as indicated in this section, as follows:

Remediation Requirements for Security Incidents

Security Incident Risk Classification	SLA Remediation from Date of Discovery
Immediate	7 Days
High	30 Days
Medium	90 Days
Low	1 Year

13.6 Security Incident Remediation. You must take immediate action to investigate and remediate a Security Incident, using your best efforts to remediate any harm caused by it. You will promptly investigate the Security Incident, at your own expense, to identify, prevent and mitigate the effects of any such Security Incident, and carry out any and all remediation necessary. If a Security Incident gives rise to a need, in Intuit’s sole judgment: (i) for you or Intuit to notify Users and/or any regulatory authorities, individuals or other persons, you agree to coordinate with Intuit regarding any such notifications with respect to a Security Incident or (ii) for you or Intuit to undertake other remedial measures in accordance with industry practices and Applicable Law including, without limitation, notice to Users, credit monitoring services, and the establishment of a call center to respond to inquiries (“Remedial Action”). You shall take such Remedial Action at Intuit’s request and direction and at your expense. Any Remedial Action must include notifying Intuit of the actions you are taking to resolve and when the issue is resolved. Further, Intuit shall have the right to issue a Suspension of Access and take any action it deems necessary to protect User Data. You will bear reasonable costs or losses that Intuit may incur directly as the result of a Security Incident. Intuit has the right to investigate any Security Incident and you agree to cooperate fully in such investigation.

13.7 Security Industry Audit. If we reasonably believe that a Security Incident or compromise of data has occurred, we may require you, at your expense, to have a competent, industry-recognized third-party auditor that is approved by Intuit conduct a security audit of your systems and facilities and to issue a report to be provided to us or our security providers.

14. CONFIDENTIAL INFORMATION

14.1 Definition of Confidential Information. Pursuant to this Agreement, a Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) orally, in writing, or electronically, or other form or media, non-public confidential information which either has been marked or identified at the time of disclosure as confidential or is proprietary in nature so that the Receiving Party knows or should reasonably know that the information is considered confidential (“Confidential Information”). Confidential Information includes, but is not limited to, the terms of this Agreement, business plans or procedures, branding, User lists, data, databases, data security, documentation, financial information, know-how, marketing materials and marketing plans, operations, plans, policies, pricing, product and technology-related information, product roadmap, products, sales, services, software, source code, specifications, trade secrets, user interfaces, and all nonpublic information that is received or obtained in connection with the negotiation or performance of this Agreement, whether such information is oral or written, and whether or not labeled as confidential by such Party. For clarity, Confidential Information does not include User Data, which belongs to each User.

14.2 Duty to Protect Confidential Information. Each Party shall receive and maintain the Confidential Information of the other Party in confidence and use at least the same degree of care that it uses to protect its own Confidential Information, but in no event less than reasonable care and shall: (i) protect Confidential Information and prevent unauthorized access, disclosure, reproduction, or use of any Confidential Information; (ii) use Confidential Information solely for the purposes of this Agreement; (iii) restrict access to Confidential Information to its officers, directors, agents, contractors, employees, or representatives who have a need to know such information; (iv) not remove any copyright or trademark notice, or indication of confidentiality on Confidential Information; and (v) not export or re-export any Confidential Information except in compliance with applicable export laws, including without limitation, laws of the United States.

14.3 Ownership of Confidential Information. The Confidential Information of the Disclosing Party is and will remain the sole and exclusive property of the Disclosing Party and the Receiving Party will have no right in or to the Disclosing Party’s Confidential Information.

14.4 Notice of Unauthorized Use or Disclosure. The Receiving Party shall immediately notify in writing Disclosing Party in the event of any unauthorized use or disclosure of Confidential Information.

14.5 Permitted Disclosure. This section shall impose no obligation upon the Receiving Party to the extent the Receiving Party can demonstrate and document that the Confidential Information was rightfully: (i) known by the Receiving Party, without restriction, prior to its receipt from the Disclosing Party; (ii) obtained from a third party that had no obligation of confidentiality; (iii) in the public domain through no improper conduct by the Receiving Party; or (iv) independently developed by or for the Receiving Party without access to the Confidential Information. The Receiving Party is permitted to disclose Confidential Information if required by court order, law or regulation, provided however, that the Receiving Party shall give the Disclosing Party written notice promptly upon receipt of such a disclosure requirement before any disclosure is made, if legally permitted, cooperate should the Disclosing Party object to such disclosure, and disclose only the Confidential Information that is required by that court order, law or regulation.

14.6 Treatment of Confidential Information Upon Specified Event. Upon the termination, uncured material breach, or expiration of this Agreement, or upon the request of Discloser, the Recipient shall promptly return, destroy or Securely Delete such data and/or materials containing Confidential Information (and any copies, extracts, and summaries thereof) and shall further provide Discloser with written confirmation of secure deletion or destruction upon request, except that the Receiving Party may keep such copies of such Confidential Information for archival and record-keeping purposes as required by Applicable Law.

15. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS AFFILIATES, ALONG WITH THEIR THIRD PARTY PARTNERS, PROVIDERS, LICENSORS, DISTRIBUTORS, AND SUPPLIERS (COLLECTIVELY, ‘SUPPLIERS’), EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THIS INCLUDES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND QUALITY OF THE INTUIT DEVELOPER PLATFORM, INTUIT DEVELOPER SERVICES, INTUIT APIs, INTUIT CAPABILITIES, INTUIT CONTENT, INTUIT DEVELOPER MARKETING CHANNEL, INTUIT MARKS, INTUIT DEVELOPER PROGRAMS, USER DATA, INTUIT DEVELOPER APPLICATION, DEVELOPER ACCOUNT, DEVELOPER CONTENT, DEVELOPER MARKS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL OF INTUIT’S PROGRAMS, PRODUCTS, DEVELOPER PLATFORMS, SERVICES, MATERIALS, CONTENT, PROPERTY, DATA, MARKS INCLUDING ANY INTUIT API, AND ALL RELATED COMPONENTS AND INFORMATION THEREOF ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. INTUIT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES RELATED TO THE SAME. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE INTUIT DEVELOPER PLATFORM, SERVICES OR APIs ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTIONS, ERRORS, THEFT, DESTRUCTION, OR DATA LOSS, AND DO NOT GUARANTEE NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, AND QUALITY OF CONTENT OR DATA IN OR LINKED TO THE PLATFORM OR THE SERVICES. YOUR USE OF THE PROGRAMS, PRODUCTS, DEVELOPER PLATFORM, SERVICES, SOFTWARE, MATERIALS, CONTENT, PROPERTY, DATA, MARKS, AND ANY INTUIT APIs IS ENTIRELY AT YOUR OWN RISK.

To the maximum extent permitted by Applicable Law, any warranty period mandated by statute, if any, shall be confined to the minimum duration legally allowed. Furthermore, Intuit, along with its Affiliates and Suppliers, expressly disclaim any representations or warranties that the use of the Developer Platform will fulfill or ensure adherence to any legal obligations, laws, or regulations.

16. INDEMNIFICATION OBLIGATIONS

You agree to defend, indemnify, and hold harmless Intuit, its Affiliates, officers, directors, employees, attorneys, agents, contractors, subcontractors, partners, equity holders, subsidiaries, licensors, Suppliers, service providers, and their respective assigns from and against all actions, claims, demands, damages, losses, judgments, proceedings, suits, expenses, or costs, including reasonable attorneys’ fees, arising from or related to any third-party claims. These claims may allege or relate to: (i) infringement, violation, or misappropriation of third-party intellectual property rights due to your Developer Applications, trademarks, logos, or marks; (ii) your development, marketing, support, or distribution of your Developer Application; (iii) your use of the Platform, including any use of User Data by any third party receiving this data through you; (iv) Developer Application, Developer Content or Developer Marks; (v) a Security Incident involving you or any third party accessing User data through you; (vi) your breach of any agreement with third parties, including Users; (vii) your breach of this Agreement; (viii) your violation of Applicable Laws, including applicable privacy laws (collectively referred to as “Claims”).

This indemnification obligation requires that Intuit provide you with prompt written notice of any third-party claim only when Intuit possesses actual knowledge of such claim.

17. LIMITATION OF LIABILITY

DESPITE BEING PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, INTUIT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING PARTLY OR WHOLLY FROM YOUR USE OF OR ACCESS TO THE DEVELOPER PLATFORM OR THIS AGREEMENT. THIS INCLUDES LOSS, ERROR, OR INTERRUPTION OF USE OR DATA. FURTHERMORE, INTUIT’S TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR CLAIM, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIVE HUNDRED UNITED STATES DOLLARS ($500.00). THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. IF ANY PORTION OF THIS LIMITATION IS FOUND TO BE UNENFORCEABLE OR INVALID FOR ANY REASON, THE REMAINING PORTIONS SHALL REMAIN IN FULL FORCE AND EFFECT. YOU ACKNOWLEDGE THAT INTUIT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. CLAIMS AGAINST INTUIT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ARISES. NEITHER PARTY WILL BE RESPONSIBLE FOR FAILURE OR DELAY OF PERFORMANCE IF CAUSED BY AN ACT OF WAR, HOSTILITY, OR SABOTAGE; ACT OF GOD; ELECTRICAL, INTERNET, OR TELECOMMUNICATION OUTAGE THAT IS NOT CAUSED BY THE OBLIGATED PARTY; GOVERNMENT RESTRICTIONS; OR OTHER EVENTS OUTSIDE THE REASONABLE CONTROL OF THE OBLIGATED PARTY.

18. TERM AND TERMINATION

18.1 Term. This Agreement commences on the Effective Date and remains in effect until termination or expiration (“Term”).

18.2 Termination for Convenience. Unless otherwise agreed in writing, either you or Intuit may terminate this Agreement for any reason by providing ninety (90) days’ prior written notice to the other Party.

18.3 Termination for Cause. Either you or Intuit may terminate this Agreement immediately upon written notice if: (i) the other Party engages in any breach of this Agreement or any unlawful, deceptive or unfair business practice in the course of fulfilling its obligations under this Agreement; (ii) you or your Developer Application undergo a material change in management, ownership, control, or business operations, including any assignment to creditors, bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, which Intuit deems unacceptable in relation to the Developer Platform or Services; (iii) it is reasonably necessary to protect the integrity or availability of the Developer Platform or systems and comply with applicable Intuit Policy; (iv) your use of the Developer Platform conflicts with Intuit’s interests or those of another user of the Developer Platform or Services; or (v) your actions potentially expose Intuit to reputational harm, violation of Applicable Law, liability or obligation. Additionally, Intuit may temporarily suspend access to the Platform or the Services, without notice and without any liability to you, for any of the reasons set out in this paragraph.

18.4 Termination for Failure to Receive Electronic Communications. Intuit may terminate this Agreement in the event you do not maintain an accurate and up-to-date email address associated with your Intuit Developer Account resulting in your failure to receive electronic communications from Intuit regarding the Platform. Intuit may provide you with an opportunity to cure such failure, so long as you take immediate action to provide the required email address(es).

18.5 Effects of Termination. Upon termination for any reason: (i) you must immediately stop accessing the Developer Platform and using the Services and immediately cease to make, and remove, any reference to your capability to integrate with the Services, including removing any Intuit Marks; (ii) any outstanding payments will become due; (iii) all licenses granted by us will immediately terminate. Expiration or termination of this Agreement shall not release either Party from any obligation or liability to the other Party that has already accrued, comes into effect due to the expiration or termination of the Agreement, or survives the expiration or termination of this Agreement.

18.6 Survival. The following provisions shall survive the breach, termination or expiration of this Agreement: Section 2 (Ownership and Licenses), Section 5 (Developer Platform Service Fees), Section 6 (Compliance and Audits), Section 10 (Third-Party Services and External Links), Section 11 (Compliance with Applicable Law, Anti-Bribery, Anti-Corruption and Global Trade Laws), Section 12 (Use of Personal Information), Section 13 (Security Policies, Incidents and Remediation), Section 14 (Confidential Information), Section 15 (Disclaimer of Warranties), Section 16 (Indemnification Obligations), Section 17 (Limitation of Liabilities), Section 18 (Term and Termination), Section 19 (Dispute Resolution), Section 20 (Insurance), Section 21 (General) and Section 22 (Definitions).

19. DISPUTE RESOLUTION

19.1 General Agreement on Arbitration and Small Claims. You and Intuit agree that, except as provided below, any dispute, claim, or controversy arising out of or relating in any way to the Developer Platform or this Agreement (a “Claim”) will be resolved through binding arbitration or in small claims court, rather than in courts of general jurisdiction.

19.2 Small Claims Court. A claim may be brought in the small claims court in the Superior Court of California, County of Santa Clara, California, United States.

19.3 Arbitration. Arbitration is more informal than a lawsuit in court, using a neutral arbitrator instead of a judge or jury, allowing for more limited discovery, and subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. You and Intuit each waive the right to a trial by jury or to participate in a class action. The arbitration will be conducted by the American Arbitration Association (“AAA”) before a single arbitrator under the AAA’s rules, available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless otherwise agreed by Intuit and you, any arbitration hearings will occur in the county (or parish) of either your residence or the mailing address you provided in your Notice of Arbitration Claim.

19.4 Notice of Arbitration Claim. To initiate arbitration, you must first send Intuit a written Notice of your Claim (“Notice of Arbitration Claim”) to our registered agent, Corporation Service Company, located at 251 Little Falls Drive, Wilmington, DE 19808. The Notice should include both your mailing and email address for contact purposes. If Intuit initiates arbitration, it will send a written Notice to your address on file. The Notice must describe the claim’s nature and basis and specify the damages or relief sought.

19.5 Good-Faith Resolution. Before filing a Claim in small claims court or commencing arbitration, but after a Notice of Arbitration Claim is issued, both parties will attempt to resolve the Claim in good faith through an in-person or videoconference meeting. If the parties do not reach an agreement within sixty (60) days after the Notice of Arbitration Claim is received, either Party may proceed by filing a Demand for Arbitration or a Claim in small claims court. If a dispute arises about whether a Claim qualifies for small claims court, this shall be resolved by the court, not by an arbitrator.

19.6 Arbitration Fees and Costs. All filing, administration, and arbitrator fees and costs will be governed by AAA Rules. You must pay the initial filing fee, though Intuit will reimburse you if this fee exceeds the cost of filing a complaint in a federal or state court in your jurisdiction or Santa Clara County, California, unless the arbitrator deems your Claim or the relief sought frivolous or for an improper purpose per Federal Rule of Civil Procedure 11(b).

19.7 Class Action Waiver. You and Intuit agree to bring claims only individually and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless agreed otherwise by both parties, the arbitrator will not consolidate other persons’ claims with yours and will not preside over any form of a representative or class proceeding.

19.8 No Third-Party Beneficiaries. For the purposes of the Contracts (Rights of Third Parties) Act 1999, only Intuit’s affiliates and subsidiaries are third-party beneficiaries entitled to enforce this Agreement’s terms against you without requiring their consent to any changes to this Agreement. This Agreement benefits only the signatories, and no other person has any rights, legal or equitable, under this Agreement.

20. INSURANCE

During the Term, you shall maintain, at your own expense, comprehensive insurance coverage including professional liability, cyber liability, general liability, and, if applicable, product liability. This coverage will address claims related to errors, cyber threats, bodily injuries, property damage, and product-related damages per your responsibilities outlined in this Agreement.

21. GENERAL

21.1 Authority. You represent and warrant that if you are an individual acting on behalf of another individual or entity that you are of legal age and capacity to contract and that you are authorized to execute this Agreement.

21.2 Assignment and Waiver. You are not permitted to assign or transfer this Agreement without the prior written consent of Intuit. Any assignment or transfer executed by you without such consent shall be deemed void and ineffective. Nevertheless, if an unauthorized assignment or transfer occurs, the terms and conditions of this Agreement shall remain binding upon the assignee. Intuit, on the other hand, may assign or transfer this Agreement without your consent, either (i) to an Affiliate, or (ii) as part of a merger, acquisition, or sale of assets. If you wish to request permission for an assignment of this Agreement, please contact Intuit. Failure by Intuit to enforce any provision of this Agreement shall not be construed as a waiver of the right to enforce that or any other provision in the future.

21.3 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of California without regard to principles of conflict of laws. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement.

21.4 Interpretation and Severability. In the event of any conflict between the provisions of this Agreement and any Exhibit the conflicting provisions of the Exhibit will govern solely with respect to the specific subject matter thereof. Each Party acknowledges and agrees that any interpretation of this Agreement may not be construed against a Party by virtue of that Party having drafted the provisions. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall in no way be affected and shall remain in full force and effect.

21.5 Intuit Does Not Give Professional Advice. Intuit does not provide legal, financial, or other professional advice or services. Should you seek such advice you should consult the services of a competent professional.

21.6 Notice. We may send you messages, notices, or critical alerts about our Developer Platform and Programs via email or through postings on our website. It is essential that you maintain a valid and active email address to ensure receipt of these communications.

21.7 Entire Agreement. This Agreement constitutes the complete understanding and entire agreement of the Parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations, and understandings (whether written or oral) between the Parties regarding the subject matter herein. You acknowledge and agree that you did not enter into this Agreement in reliance upon any agreement, promise, representation, or understanding made by or on behalf of Intuit.

22. DEFINITIONS

Capitalized terms not otherwise defined in this Agreement will have the meanings set forth below:

Affiliates means any corporation or other legal entity in which the ultimate parent directly or indirectly holds or exercises fifty percent (50%) or more ownership or control.

Aggregated and Anonymized Data means data that has been combined, compiled or merged from multiple sources and processed in a way that summarizes content, insights or metrics to remove personally identifiable data, as defined by Applicable Law, so that no data can be linked to, or associated with, any individual or household and so that no individual or household is identifiable.

Applicable Law means any and all applicable laws, statutes, ordinances, rules, regulations, regulatory guidance, and policies, as amended, including without limitation, those governing data, data privacy, data protection, data security, consumer privacy, consumer protection, personal data, personal information, and all those related to the Parties’ performance of this Agreement including, but not limited to, the U.S. 12 Code of Federal Reserve (“CFR”) Part 1016 - Privacy of Consumer Financial Information (Regulation P), the Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), issued pursuant to the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), as amended from time to time, and applicable implementing legislation, the California Consumer Privacy Act of 2018 (California Civil Code sections 1798.100 to 1798.198), as amended from time to time, and any implementing regulations.

Authorized User means any individual or entity that has been granted permission by you to access and use the Platform and the Services.

Confidential Information has the meaning as provided herein.

Developer Account, also referred to as Account, means your profile to access and use the Platform and the Services which may include information such as your user name, password, authentication credentials, entity name, entity address, email address, payment information, Account permissions and roles, your Developer Application and your Workspace(s).

Developer Application(s), also referred to as Application(s), means any application, platform, product or service that is (i) developed, owned, or distributed by you and made available to Users, or (ii) uses any of the Services in any capacity.

Developer Application Disruption means any disruption or incident caused by or related to a Developer Application, including any disruption or incident introduced by a third-party, which directly or indirectly results in a significant performance degradation or negative consequence affecting a User or User Data.

Developer Content means any data, information, materials, and multimedia elements including text, graphics, images, music, software, audio, and video that are uploaded, transmitted, posted, generated, stored, or otherwise made available by a Developer through the Developer Platform and covers works of authorship of any kind, and includes Developer Applications and Developer Marks as well as any additional content provided by a Developer through their use of the Developer Platform.

Developer Marks means the Developer’s trademarks, trade names, logos, service marks, domain names, and Uniform Resource Locators (“URLs”).

Effective Date means the calendar date which you either access, use, install the Intuit Developer Platform, access or use the Services, or electronically accept this Agreement.

Enrollment means the process required by Intuit to create an Account or to access any Service, and which may include, without limitation: (i) registration of your Account, (ii) collection of information about you, your entity, your Developer Application, your privacy and security policies, and other information which Intuit may deem relevant and (iii) verification of the information provided by you.

Feedback means to any form of communication, including comments, ideas, suggestions, inputs, error or problem reports, and related information that is provided to Intuit about the user’s experience, perceptions, intended use, or potential improvements of the Developer Platform, Services, or Program encompassing recommendations for adjustments tailored to specific or market needs.

Intellectual Property means all intellectual property and intellectual property rights, including patent rights, copyrights, moral rights, common law rights, trademark rights, trade name rights, service mark rights, trade dress rights, domain names and Uniform Resource Locators (“URLs”), trade secret rights, proprietary rights, privacy rights, and publicity rights, whether or not those rights have been filed or registered under any statute or are protected or protectable under Applicable Law.

Intuit APIs means any of Intuit’s proprietary application programming interfaces (APIs) which Developers may access, use or integrate with to innovate and develop a Developer Application on the Platform including, but not limited to, QuickBooks Online/Intuit Enterprise Suite (“IES”) APIs (e.g., Core, CorePlus), QuickBooks Payments APIs, QuickBooks Time APIs.

Intuit Capabilities means any of Intuit’s proprietary technical capabilities which Developers may use to innovate, build and develop a Developer Application on the Platform including, but not limited to, authorization protocols, features, libraries, OAuth playground, materials, modules, sample code, sample data, Sandbox, software, Software Development Kits (“SDKs”) (e.g., Java (https://github.com/intuit/QuickBooks-V3-Java-SDK), NET (https://github.com/intuit/QuickBooks-V3-DotNET-SDK), PHP (https://github.com/intuit/QuickBooks-V3-PHP-SDK), Python, Nodejs, Ruby, QBXML), test accounts, tools, toolkits, webhooks and Workspaces and which may be subject to terms found at:

• Java: https://github.com/intuit/QuickBooks-V3-Java-SDK/blob/master/LICENSE.txt;
• .NET: https://github.com/intuit/QuickBooks-V3-DotNET-SDK/blob/master/License.md;
• PHP: https://github.com/intuit/QuickBooks-V3-PHP-SDK/blob/master/LICENSE

Intuit Content means any data, information, materials and resources made available through the Developer Platform designed to facilitate and enhance the development of Applications within the Intuit ecosystem including, but not limited to, articles, audio, blue prints, code, community forums, content, data, documentation, graphics, help center articles, images, libraries, literature, media, modules, multimedia, music, PDFs, sample data, software, solution center, static content, test accounts, text, tools, toolkits, URLs, videos, websites, and any other information published in the Developer Platform, including Intuit Marks.

Intuit Developer Marketing Channel(s) means Intuit’s application marketplaces, or other Intuit-controlled sites, channels or locations, where eligible Developer Applications may be marketed, launched or promoted to Users including, but not limited to, Intuit AppConnect, Intuit App Center, Intuit App Marketplace, QuickBooks App Store, QuickBooks Desktop App Marketplace, QuickBooks Online (“QBO”) Apps Hub (QBO in-product) and App Flyout (QBO in-product).

Intuit Developer Platform, also referred to as the Developer Platform, Platform, Developer Portal or Portal, means Intuit’s centralized platform providing Developers with essential resources and tools and enabling them to efficiently build, develop and integrate Applications within the Intuit ecosystem and includes the Intuit Developer Services, Intuit APIs, Intuit Capabilities, Intuit Content, and Intuit Marketing Channels.

Intuit Developer Services, also referred to as Services, means any feature, functionality, service or tool provided within the Intuit Developer Platform including, but not limited to, assistance, dashboards, data, information, materials, portals, processes, resources, software, technology, websites, Intuit APIs, Intuit Capabilities, Intuit Content, Intuit Developer Marketing Channels and any Program (as defined in the applicable Program Guide).

Intuit Marks means the Intuit trademarks, trade names, logos, service marks, domain names, and Uniform Resource Locators (“URLs”).

Intuit Policy, also referred to as Policies, means documents, documentation, guides, guidelines, Program Guides, policies, rules, terms and requirements, which may be modified from time to time by Intuit and, whether or not linked in this document, related to Intuit and our products, services, Programs and the Intuit Developer Platform including, but not limited to, Intuit’s Global Privacy Statement, Intuit’s Trademark Policy, Intuit’s Data Stewardship Policy, Intuit’s Responsible AI Policy, and any Intuit branding, trademark and marketing guides.

Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, customer, individual, or User, or is otherwise considered “personal information,” “personal data,” “personally identifiable information,” or similar term as defined by Applicable Law.

Program means a structured offering by Intuit, accessible through the Developer Platform, designed to provide Developers with access to Intuit Developer Services and which may include certain eligibility requirements and Fees, all aimed at enhancing the development experience while utilizing our Services.

Program Guide means a detailed legal document provided by Intuit that outlines the structure and components of a specific Program and includes information about the Services offered via the Program including the benefits, terms and conditions, and any Fees associated with participation.

Sandbox means test accounts, materials, information, and sample data which Intuit may make available to allow you to develop or test your Developer Application or evaluate the Services.

Securely Delete means deleting data such that the entirety of the data is permanently sanitized, deleted and unrecoverable from any and all media.

Security Incident means (i) any event that compromises, or is reasonably likely to compromise, the confidentiality, availability and/or integrity of any hardware, software, network (including any “cloud” network), telecommunications, or information technology systems used by you, any of your service providers or any third-party including unauthorized or suspicious intrusion, virus, bug, worm or any other similar act into such systems that relate to access to the Platform, the provision of the Developer Application or any service which you provide to Users; (ii) the actual or suspected leak, theft, loss, or unauthorized disclosure, acquisition, access to, alteration, modification, ransomware, attack, corruption or misuse of any User Data accessed through the Services, by you or your service providers; (iii) an event characterized by Applicable Data Protection Laws as a “security incident,” “security breach,” or “personal data breach” or any other similar terms designated to it. For clarity, the definition of Security Incident is not intended to include inconsequential incidents that occur on a daily basis, such as scans, pings, or other unsuccessful attempts to penetrate computer networks or servers.

Territory means the countries for which the Developer Application is authorized to access the Developer Platform and which are identified and approved during Enrollment, if applicable.

User means an individual or entity who uses the Intuit Developer Application who is commonly referred to as “consumer”, “customer”, “end-user” or “user” who authorizes the collection of their data and who may be a user of Intuit’s products and services and/or your products and services.

User Data means any data, including Personal Information, accessible through the Developer Platform that relates to or identifies a User which may include financial, identification, location, login credentials (e.g., user name, password, email address) and other details and information about a User.

Workspace means a dedicated virtual environment provided in the Developer Platform specifically configured to support Developers in the development, testing, management, and deployment of Developer Applications and which facilitates collaboration among Authorized Users. The Workspace is equipped with features such as version control, testing utilities, and deployment capabilities to provide seamless transitions from the development phase to production and to optimize project management.