TERMS AND CONDITIONS
This Intuit Affiliate Program Agreement (the "Agreement") sets forth the terms and conditionsregarding 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 YOUARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU AREACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THETERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENTCAREFULLY 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.
“Intuit Online Payroll means Payroll Web-based product 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 completeAffiliate Program application via quickbooks.intuit.com. Intuit will evaluate Affiliate's application andnotify you of your acceptance or rejection of your application. Intuit may reject your application andreserves the right to terminate this Agreement for any reason with or without notice to Affiliateincluding but not limited to a determination that the Affiliate Site is unsuitable for or incompatiblewith the Program.
3. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the Intuit Siteat one (or more) Web sites owned or operated by Affiliate (the "Affiliate Site(s)") in no event laterthan five (5) business days following Intuit's acceptance of Affiliate into the Program. Affiliate Linksmay not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms orguestbooks. Any Affiliate Link placed must be done so in such a way that it is not misleading to anyAffiliate Originated Visitor and done so with the intention of delivering users to the Intuit Site forthat Link. Affiliate acknowledges that the Affiliate Site will include the Intuit Brand Features, andAffiliate has no right to alter, remove, or customize the Intuit Brand Features. Affiliate will not useor 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 goodwillassociated 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 AffiliateSite; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon therights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or usingdomain name(s) that incorporate any portion of the Intuit Brand Features; (b) purchasing anysearch engine keywords that outrank and/or outbid any of the Quickbooks Brand Features; (c) No Brand Bidding allowed for any Quicken terms (d) identifying the Affiliate site as an "official site" ("affiliate" or "authorized affiliate" are permitted uses); and (e) changing any Intuit Product price and/or offering any additional Affiliate discounts or rebate on any Intuit Product (f) Direct Linking (f) No brand bidding allowed on the following trademark terms “QuickBooks Online, PayCycle or any iteration of that word and also on the following generic terms "pay stubs, fake checks" or any iteration of those words. 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 bean affiliate or otherwise promote, market or sell any products that are competitive with IntuitProducts. 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 andmanner in which you place a competitor's Content.
6. Order Processing. Intuit will process orders placed by users who follow the Links from Affiliate'sSite to Intuit's Web Site. Intuit reserves the right to reject or withhold acceptance or fulfillment oforders for any reason or for no reason, including but not limited to the failure of any customermaking an order to comply with our terms and conditions of sale, (which we may revise periodicallywithout 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 betracked by Kowabunga (the "Tracking Data"). Affiliate will have access to Kowabunga reportingcenter at http://intuitaffiliate.com, where Affiliate can check the Affiliate Site's sales activity on adaily basis. To permit accurate tracking and reporting, Affiliate must ensure that the Links betweenAffiliate Site and Intuit Site are properly formatted and are maintained.
QuickBooks Software Product
7% - Where monthly net sales are $0-$10,000 10% - Where monthly net sales are >$10,001
QuickBooks Online Edition
$25 Bounty for each trial subscription
Intuit Online Payroll
$25 Bounty for each sign up
Quicken Software Product
8. Payments. Subject to Section 7 above, Intuit will pay Affiliate the Commissions and Bountiesearned which payments will be calculated on a monthly basis. Approximately forty-five (45) daysfollowing the end of each calendar month during the agreement, Intuit will send Affiliate a check forthe Commissions and Bounties you earned in such month, less any other fees or reduction forreturns 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 anycalendar month are less than $50.00, Intuit will hold those fees until the total amount due is atleast $50.00 (unless this Agreement is terminated). Affiliate may be taxed on the accrual ofCommissions or Bounties, depending on the tax laws of Affiliate's federal, state, and localjurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual orreceipt of Commissions or Bounties and Affiliate hereby agrees to indemnify and hold Intuitharmless 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, publiclyperform, distribute and display the Intuit Brand Features and Intuit Content at the Affiliate Sitesolely in the form delivered by Intuit. Affiliate is only entitled to use the Intuit Brand Features andIntuit 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 thisAgreement, 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 allIntellectual Property Rights thereto. In addition, Intuit shall establish all Intuit Product pricing andassociated fees. Intuit may, in its sole discretion, change the Intuit Product pricing with or withoutnotice.
11. Program Information. Intuit will own all right, title and interest in and to all information thatis created or collected in the operation of the Intuit Site including, without limitation: (i) any contactinformation collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) anyinformation 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 otherthird parties. Intuit will make certain Sales Information available online to Affiliate from time totime. Affiliate will not disclose any Sales Information to any third party without Intuit's priorapproval. Subject to the terms and conditions of this Agreement, Intuit grants to Affiliate aworldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner andsubject to the restrictions set forth in this Section. Each party shall comply with its respectiveprivacy policies and statements in handling, using and disclosing any Contact Information and SalesInformation.
12. Termination. This Agreement will become effective on the Effective Date and ends whenterminated 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, withor without cause, by removing the Intuit Brand Feature from the Affiliate Site, and notifying Intuit ofits intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) alllicenses 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 unpaidFees, provided such fees exceed $25; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and thissentence will survive. If Intuit should terminate this Agreement because Affiliate is in breach of amaterial term, Intuit may withhold Commissions or Bounties payable to you in an amount equal tothe 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 suchbreach.
13. Modification. At any time and in Intuit's sole discretion, Intuit may modify any of the termsand conditions contained in this Agreement by (i) posting a change notice or a new agreement onquicken.intuit.com and/or (ii) e-mailing a revised agreement to Affiliate. If any modification isunacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate'scontinued participation in the program following Intuit's posting of a change notice or newagreement on quickbooks.intuit.com and/or affiliate's receipt of a revised agreement will constitutebinding acceptance of the modification.
14. Disclaimer. THE INTUIT SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NOWARRANTY, 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 WARRANTIESARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, INTUIT MAKESNO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OFINTUIT'S SITE, OR BE FREE'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALESGENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND INTUIT SHALL NOT BELIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUTLIMITATION, LOSS OF DATA. INTUIT SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDERWARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR INCONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF INTUIT'S PRODUCTS
15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL INTUIT BE LIABLE WHETHER INTORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OREXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE,PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OFGOODWILL, 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 TOTHIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDERTHIS 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 toenter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized byAffiliate 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, damagesand 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 Intuitthat he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent residentand 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 thatmakes 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 thisAgreement will create any partnership, joint venture, agency, franchise, sales representative, oremployment relationship, or the relationship of principal and agent between the parties. Affiliate willhave no authority to make or accept any offers or representations on Intuit's behalf. Affiliate will notmake any statement, whether on Affiliate Site or otherwise, that reasonably would contradictanything in this Section. Affiliate, as an independent contractor, will have sole responsibility for itsexpenses, employees, sales representatives and agents.
19. Communications. Affiliate agrees that by becoming a QuickBooks Affiliate, Intuit will contactyou 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 onlywithin the United States.
21. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State ofCalifornia without reference to conflicts of laws provisions, and any legal proceeding arising out ofthis Agreement will occur in San Francisco, California. This Agreement will be binding on and willinure 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 thesubject matter hereof, and supersedes all prior and/or contemporaneous agreements orunderstandings, written or oral, between Intuit and Affiliate with respect to the subject matterhereof. Affiliate may not assign all or any part of this Agreement without Intuit's prior writtenconsent. Except as set forth in Section 13, this Agreement may not be modified without the priorwritten consent of both parties.
22. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaidregistered or certified mail return receipt requested, or electronic mail. The date of receipt shall bedeemed the date on which such notice is given. Notice to Intuit will be directed to Intuit Inc., 2535Garcia 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, withoutour 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 successorsand assigns.
24. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENTAND 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 FROMTHOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO ORCOMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OFPARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
As of 09.20.09