TERMS AND CONDITIONS
This Intuit Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions
regarding the Intuit Affiliate Program (the "Program") of Intuit Inc. ("Intuit").
BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU
ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE
ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT
CAREFULLY BEFORE ACCEPTING ITS TERMS.
1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or
attributed to them in various sections of the Agreement. However, use of the term "Affiliate" in this
Agreement shall not be interpreted or construed to mean that any party to this Agreement is an
"affiliate" of any other party for purposes of any federal and state securities laws.
"Affiliate Originated Visitor" means a unique end-user who accesses the Intuit Site through an
Affiliate Link on the Affiliate Site.
"Intuit Brand Features" means Intuit trade names, trademark, service mark and/or logo authorized
by Intuit and found at intuitaffiliate.com
"Intuit Content" means Intuit-provided small-business focused articles and other content.
"Intuit Product" means the QuickBooks Software Product, QuickBooks Online Product,
QuickBooks/Quicken Supplies, and Quicken Software Products.
"Intuit Site" means the Intuit World Wide Web site which is the destination of the URL included by
Intuit in the Link.
"Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights,
trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any
governmental authority, domestic or foreign, including rights in and to all applications and
registrations relating to any of the foregoing.
"Link" means a hypertext and/or graphical link, to or from one Web site to another Web site which
allows an Affiliate Originated Visitor to automatically transfer from the Affiliate Site to the Intuit
Site.
"QuickBooks Online Product" means the QuickBooks Web-based products made available by Intuit.
"QuickBooks Software Product" means the QuickBooks software products made available by Intuit,
excluding trial, evaluation, demonstration copies.
"QuickBooks/Quicken Supplies" means the checks, forms and other business supplies made available by Intuit.
"Quicken Software Product" means the Quicken software products made available by Intuit,
and excluding trial, evaluation and demonstration copies.
2. Enrollment in the Program. To begin the enrollment process, Affiliate will submit and complete
Affiliate Program application via quickbooks.intuit.com. Intuit will evaluate Affiliate's application and
notify you of your acceptance or rejection of your application. Intuit may reject your application and
reserves the right to terminate this Agreement for any reason with or without notice to Affiliate
including but not limited to a determination that the Affiliate Site is unsuitable for or incompatible
with the Program.
3. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the Intuit Site
at one (or more) Web sites owned or operated by Affiliate (the "Affiliate Site(s)") in no event later
than five (5) business days following Intuit's acceptance of Affiliate into the Program. Affiliate Links
may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or
guestbooks. Any Affiliate Link placed must be done so in such a way that it is not misleading to any
Affiliate Originated Visitor and done so with the intention of delivering users to the Intuit Site for
that Link. Affiliate acknowledges that the Affiliate Site will include the Intuit Brand Features, and
Affiliate has no right to alter, remove, or customize the Intuit Brand Features. Affiliate will not use
or display the Link(s) or the Intuit Brand Features in a manner that is defamatory, misleading,
libelous, and obscene or otherwise potentially damaging to the reputation of Intuit, or the goodwill
associated with the Intuit Brand Features.
4. Affiliate Obligations and Restrictions. Affiliate will be solely responsible for the development,
operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site,
including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate
Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the
rights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or using
domain name(s) that incorporate any portion of the Intuit Brand Features; (b) purchasing any
search engine keywords that outrank and/or outbid any of the Intuit Brand Features; (c) identifying
the Affiliate site as an "official site" ("affiliate" or "authorized affiliate" are permitted uses); and (d)
changing any Intuit Product price and/or offering any additional Affiliate discounts or rebate on any
Intuit Product. Affiliate hereby agrees to indemnify, defend and hold harmless Intuit, its
shareholders, officers, directors, employees, agents, partners, successors and assigns, from and
against any and all claims, losses, liabilities, damages or expenses (including, without limitation,
attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.
5. Competitive Services. If you are approved as an Affiliate, Intuit would prefer that you not be
an affiliate or otherwise promote, market or sell any products that are competitive with Intuit
Products. If you do market competitive products and services, you agree to place our Link, banners,
and any other content identifying Intuit and/or describing the our products and services (the
"Content") in a location and in a manner on your Site that is equal to or better than the location and
manner in which you place a competitor's Content.
6. Order Processing. Intuit will process orders placed by users who follow the Links from Affiliate's
Site to Intuit's Web Site. Intuit reserves the right to reject or withhold acceptance or fulfillment of
orders for any reason or for no reason, including but not limited to the failure of any customer
making an order to comply with our terms and conditions of sale, (which we may revise periodically
without notice to you). Intuit will be responsible for all aspects of order processing and fulfillment.
The amount of sales generated using the Affiliated Links from Affiliate Site to Intuit Site will be
tracked by Kowabunga (the "Tracking Data"). Affiliate will have access to Kowabunga reporting
center at http://intuitaffiliate.com, where Affiliate can check the Affiliate Site's sales activity on a
daily basis. To permit accurate tracking and reporting, Affiliate must ensure that the Links between
Affiliate Site and Intuit Site are properly formatted and are maintained.
7. Commissions.
| Intuit Product | Commission Rate |
|---|
| QuickBooks Software Product |
5% - Where Monthly Net Sales are less than $2,000 in any calendar month.
7% - Where monthly net sales are $2001-$5000
8% - Where monthly sales are $5001-$15,000
10% - Where monthly net sales are >$15,001
|
| QuickBooks Online Edition |
$20 Bounty for each subscription (not including 30 day trial version)
|
| Quicken Software Product |
10% |
| QuickBooks/Quicken Supplies |
10% |
8. Payments. Subject to Section 7 above, Intuit will pay Affiliate the Commissions and Bounties
earned which payments will be calculated on a monthly basis. Approximately forty-five (45) days
following the end of each calendar month during the agreement, Intuit will send Affiliate a check for
the Commissions and Bounties you earned in such month, less any other fees or reduction for
returns that Intuit is required by law to withhold, and excluding fraudulent, redundant, or non-
qualifying Commissions or Bounties. If the Commissions and Bounties payable to Affiliate for any
calendar month are less than $50.00, Intuit will hold those fees until the total amount due is at
least $50.00 (unless this Agreement is terminated). Affiliate may be taxed on the accrual of
Commissions or Bounties, depending on the tax laws of Affiliate's federal, state, and local
jurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual or
receipt of Commissions or Bounties and Affiliate hereby agrees to indemnify and hold Intuit
harmless from any and all claims, damages and expenses (including, without limitation, attorneys'
fees) arising from such tax liability.
9. License Grant. Intuit hereby grants to Affiliate a limited, nonexclusive, royalty-free,
nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly
perform, distribute and display the Intuit Brand Features and Intuit Content at the Affiliate Site
solely in the form delivered by Intuit. Affiliate is only entitled to use the Intuit Brand Features and
Intuit Content to the extent that the Affiliate is a member in good standing in the Program.
10. Reservation of Rights. Intuit reserves all rights other than those expressly granted in this
Agreement, and no licenses are granted except as expressly set forth herein. Intuit retains all right,
title, and interest in and to the Intuit Brand Features and the Intuit Site, together with all
Intellectual Property Rights thereto. In addition, Intuit shall establish all Intuit Product pricing and
associated fees. Intuit may, in its sole discretion, change the Intuit Product pricing with or without
notice.
11. Program Information. Intuit will own all right, title and interest in and to all information that
is created or collected in the operation of the Intuit Site including, without limitation: (i) any contact
information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any
information collected about product sales at the Intuit Site generated through the Affiliate Link(s),
(the "Sales Information"). Intuit (will/can) not share contact information to Affiliates and/or other
third parties. Intuit will make certain Sales Information available online to Affiliate from time to
time. Affiliate will not disclose any Sales Information to any third party without Intuit's prior
approval. Subject to the terms and conditions of this Agreement, Intuit grants to Affiliate a
worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and
subject to the restrictions set forth in this Section. Each party shall comply with its respective
privacy policies and statements in handling, using and disclosing any Contact Information and Sales
Information.
12. Termination. This Agreement will become effective on the Effective Date and ends when
terminated by either party in accordance with this Agreement. This Agreement may be terminated
(i) by Intuit, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with
or without cause, by removing the Intuit Brand Feature from the Affiliate Site, and notifying Intuit of
its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all
licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s)
and Intuit Brand Features from Affiliate Site; (iii) Intuit will pay Affiliate any accrued and unpaid
Fees, provided such fees exceed $25; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this
sentence will survive. If Intuit should terminate this Agreement because Affiliate is in breach of a
material term, Intuit may withhold Commissions or Bounties payable to you in an amount equal to
the amount by which Intuit believes in good faith that we have been damaged by such breach,
including prospective damages and damages resulting from claims by third-parties caused by such
breach.
13. Modification. At any time and in Intuit's sole discretion, Intuit may modify any of the terms
and conditions contained in this Agreement by (i) posting a change notice or a new agreement on
quicken.intuit.com and/or (ii) e-mailing a revised agreement to Affiliate. If any modification is
unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's
continued participation in the program following Intuit's posting of a change notice or new
agreement on quickbooks.intuit.com and/or affiliate's receipt of a revised agreement will constitute
binding acceptance of the modification.
14. Disclaimer. THE INTUIT SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO
WARRANTY, AND INTUIT EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED,
REGARDING THE INTUIT SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, INTUIT MAKES
NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF
INTUIT'S SITE, OR BE FREE'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES
GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND INTUIT SHALL NOT BE
LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT
LIMITATION, LOSS OF DATA. INTUIT SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER
WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF INTUIT'S PRODUCTS
15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL INTUIT BE LIABLE WHETHER IN
TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE,
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF
GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS)
ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM.
WITHOUT LIMITING THE FOREGOING, INTUIT'S AGGREGATE LIABILITY ARISING WITH RESPECT TO
THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER
THIS AGREEMENT.
16. Authority. If the person entering into this Agreement is acting on behalf of his or her company,
such person represents to Intuit that he or she has all requisite corporate power and authority to
enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by
Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate.
Such person hereby agrees to indemnify and hold Intuit harmless from any and all claims, damages
and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section.
If the person entering into this Agreement is acting on one's behalf, such person represents to Intuit
that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident
and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.
17. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that
makes reference to Intuit without first submitting such material to Intuit and receiving written consent from Intuit.
18. Relationship of Parties. Affiliate and Intuit are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise, sales representative, or
employment relationship, or the relationship of principal and agent between the parties. Affiliate will
have no authority to make or accept any offers or representations on Intuit's behalf. Affiliate will not
make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict
anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its
expenses, employees, sales representatives and agents.
19. Communications. Affiliate agrees that by becoming a QuickBooks Affiliate, Intuit will contact
you on a periodic basis with information about Intuit's affiliate programs.
20. Geographic Scope. All the rights and obligations of both Intuit and Affiliate are valid only
within the United States.
21. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of
California without reference to conflicts of laws provisions, and any legal proceeding arising out of
this Agreement will occur in San Francisco, California. This Agreement will be binding on and will
inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
This Agreement contains the entire agreement between Intuit and Affiliate with respect to the
subject matter hereof, and supersedes all prior and/or contemporaneous agreements or
understandings, written or oral, between Intuit and Affiliate with respect to the subject matter
hereof. Affiliate may not assign all or any part of this Agreement without Intuit's prior written
consent. Except as set forth in Section 13, this Agreement may not be modified without the prior
written consent of both parties.
22. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid
registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be
deemed the date on which such notice is given. Notice to Intuit will be directed to Intuit Inc., 2535
Garcia Avenue, Mountain View, CA 94043, Attn: General Counsel, Phone: (650) 944-6000, Fax:
(650) 944-6622.
23. Assignment. You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the
benefit of, and be enforceable against the parties to this Agreement and their respective successors
and assigns.
24. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR
COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF
PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
As of 09.20.05
