Software License Agreement for QuickBooks® Software

Thank you for selecting QuickBooks software. This Software License Agreement (the “Agreement”) gives you certain rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the “Software”). Certain versions of the Software contain Google™ Desktop, and this Agreement also includes the terms and conditions for Google™ Desktop. If the version of the Software license you purchased or subscribe to contains Google™ Desktop, when you accept this Agreement, you also accept the terms and conditions for Google™ Desktop. If you do not accept this Agreement, you will not be able to use the Software. If you’re not completely satisfied with your purchase, you may return it to the place of purchase within 60 days of the date of your purchase, along with your dated receipt, for a full refund. See Section 7. Satisfaction Guaranteed below for more details. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. (“Intuit”, “us”, “we”, “our”) grants you (“you” and “your” means you or the legal entity that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

(i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software) unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users.

(iii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license or (ii) if you are using more than one copy of the trial version of the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section 1 (ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transfer_license@intuit.com regarding transferring your license to the new company.

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

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

(vi) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the QuickBooks software, the term “Software” includes any other programs, tools, internet-based services, components and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section 16(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section 16(3). Certain Software may be accompanied by, and will be subject to, additional terms.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit.

3. INTUIT SERVICES AND THIRD PARTY SERVICES (TOGETHER “SERVICES”).

A. Intuit Services. You may be made aware of or offered services, features, products, offers and promotions provided by Intuit (“Intuit Services”). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services.

B. Third Party Services. In connection with the promotion or your use of the Software, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by Intuit, such as internet based offerings (“Third Party Services”). Third Party Services may be subject to the terms and conditions specified by the third party providing such Third Party Services. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not Intuit, is solely responsible for the performance of the Third Party Services.

The Software and Services may contain or reference links to third party websites. Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit or its Suppliers (defined in Section 8 below) of any information contained in any third party website. In no event will Intuit or its Suppliers be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk, and you should be aware that linked websites may contain terms and privacy policies that are different from those of Intuit and its Suppliers. Neither Intuit nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.

You are responsible for providing, at your expense, any access to the Internet and any required equipment.

4. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software, on all computers used in your business and may make the number of copies of the Timer program required for this purpose.

B. Data Files Transfer to QuickBooks Online Edition. If available, you may have the option for a limited transfer of data files from select versions the Software to select versions of QuickBooks Online Edition financial software (“QuickBooks OE”) (see materials accompanying the Software for details). Once the data files are transferred from the Software to QuickBooks OE, the Terms of Service for QuickBooks OE shall apply to your use of QuickBooks OE.

C. QuickBooks Simple Start Online Edition. The QuickBooks Simple Start version of QuickBooks may include a feature that allows users to connect to and use the online edition of QuickBooks (“Simple Start Online Edition”), a subscription service. Internet access is required to use this service. Your purchase of QuickBooks Simple Start entitles you to use the Simple Start Online Edition for one year at no cost. If you choose to use QuickBooks Simple Start, you may not use the Simple Start Online Edition. However, if you choose to use the Simple Start Online Edition, you can switch back to QuickBooks Simple Start any time after activating Simple Start Online Edition. You must choose to use QuickBooks Simple Start or Simple Start Online Edition; you may not use both products. If you use the Simple Start Online Edition, you understand and agree that you will comply with and be subject to the terms and conditions of the QuickBooks Online Edition License Agreement. The offer to choose the Simple Start Online Edition described herein expires December 31, 2007.

D. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

E. Software Updates. If and when you connect to the Internet to update your data, Intuit may also include updates in the transmission.

5. FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas about its Software and Services (“Feedback”). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of QuickBooks, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.

6. PRIVACY. For details about Intuit's privacy policies, please refer to the QuickBooks Privacy Statement contained either in the Software, at http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml, or the privacy policy link on the Intuit website relating to the Software product you purchased. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.

7. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of shipment via U.S. mail to Intuit Inc., Returns Department, PO Box 190004, Greenville, SC 29390-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29390-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer’s applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29390-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

8. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7 ABOVE, THE SOFTWARE, SERVICES AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by Intuit with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.

9. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO THREE (3) MONTHS OF ANY INTUIT PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

10. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).

(a) Consent to Electronic Communications. Intuit may be required by law to send “Communications” (as defined below) to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quickbooks.com. You consent to receive these Communications electronically.

The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.

(c) Communication Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept the terms of the license agreements" button and accepting this Agreement, you are confirming to us that you have each of these and the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team Intuit Inc, 2800 East Commerce Center Place Tucson, AZ 85706. Clearly state your desire to withdraw consent of electronic communication. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software and Third Party Services.

(e) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by logging on to https://privacy.intuit.com/cpi/do/comments and following the instructions to submit a comment to Intuit (please include both your old and new email addresses).

11. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Intuit and sets forth the entire liability of Intuit and its Suppliers and your exclusive remedy with respect to the Software, Intuit Services, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of Intuit are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit. Any waiver of the terms herein by Intuit must be in a writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

12. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect Intuit’s rights hereunder. Intuit shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Intuit’s intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including www.quickbooks.com.

13. EXPORT RESTRICTIONS. You acknowledge that this software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law.

14. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

15. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not “HIPAA-ready” or “HIPAA-compliant” and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

16. ADDITIONAL TERMS FOR QUICKBOOKS PAYROLL SUBSCRIPTION SERVICES (TOGETHER THE “PAYROLL SERVICES”)

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus (“Basic”, “Standard or Enhanced Payroll”). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo (“Card”) or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll (“Renewal Term”) at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Standard and Enhanced Payroll purchased at retail will begin after you activate Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, a QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the annual changes in payroll tax rates, if you are not a subscriber to the Basic, Standard or Enhanced Payroll Service on February 15 of each year you will be unable to continue to process payroll using tax tables from the prior year. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation (“Payroll Updates”) within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service. Certain Basic, Standard or Enhanced Payroll may have restrictions on the number of employees for whom payroll can be processed.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes (“Transaction”) using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.
Some Transactions may go through the Automated Clearing House (the “ACH”), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.
You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future (“Your Account(s)”), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, “bugs” and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.
Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit for the Payroll Services may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Payroll Plus Service (“Assisted Payroll”). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any form W-2’s viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any form W-2’s.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software). If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don’t renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer (“Employee Organizer”) separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the “Ask An Employment Question” e-mail inquiry service provided through CCH Incorporated (“Regulations Guide”). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

17. THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2006 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated.

Google Desktop Terms and Conditions

By agreeing to install Google Desktop you indicate that you have read, understand and agree to the Google Desktop Terms and Conditions located at http://desktop.google.com/eula.html. You understand and agree that Google reserves the right to modify these Google Desktop Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Google Desktop Terms and Conditions, as modified. Please review the most current version of the Google Desktop Terms and Conditions from time to time, located at http://desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.
Thank you for trying out Google Desktop! This page contains the terms and conditions ("Terms and Conditions") for Google Desktop and Google Desktop (collectively, "Google Desktop") – including our business version, Google Desktop for Enterprise . By downloading Google Desktop, you agree to this agreement either for yourself or on behalf of your employer or another entity and agree to be bound by its terms and conditions. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please press the "I do not accept" button below.
Personal or Internal Business Use Only

Google Desktop is made available to you for your personal or internal business use in compliance with all applicable laws, rules and regulations. If you want to make commercial use of Google Desktop, including but not limited to selling or distributing Google Desktop for payment, you must enter into an agreement with Google or obtain Google's written permission in advance. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. Google reserves the right to refuse or discontinue participation to any applicant at any time in its sole discretion.
Prohibited Actions
Except for distributions for internal business and/or personal use to your employees or contractors in compliance with these Terms and Conditions, you may not distribute Google Desktop or any services or software associated with or derived from it, modify, copy, license, or create derivative works from Google Desktop, unless you obtain Google's written permission in advance. If you wish to do any of the above, please contact us by visiting desktop.google.com/feedback.html.
Distribution
Once you have obtained Google's permission, you may make copies of Google Desktop and distribute such copies to others provided that any such recipient has had an opportunity to review and agree to be bound by these Terms and Conditions. If others to whom you'd like to distribute Google Desktop do not have this opportunity to review and agree to these Terms and Conditions but you would still like to distribute copies to them, you may do so provided that you have the legal right to bind each of those third parties to these Terms and Conditions. If you do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, you may not distribute Google Desktop to them. If you have any questions regarding the terms of distribution, please contact us by visiting desktop.google.com/feedback.html.
Automatic Updates
Google Desktop may communicate with Google's servers (unless you are using Google Desktop for internal business use and your settings prevent this communication) to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, Google Desktop sends Google a request for the latest version information. By installing Google Desktop (unless you are using Google Desktop for internal business use and your settings prevent this communication), you hereby agree to automatically request and receive Updates from Google's servers.
Information Practices
Protecting users’ privacy is very important to Google. As a condition of downloading and using Google Desktop, you agree to the terms of the Google Desktop Privacy Policy [link], which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. Information collected by Google may be stored and processed in the United States or any other country in which Google Inc. or its agents maintain facilities. By using Google Desktop you consent to any such transfer of information outside of your country.
Intellectual Property
You acknowledge that Google or third parties own all right, title and interest in and to Google Desktop, portions thereof, or software or content provided through or in conjunction with Google Desktop, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Desktop, or to extract significant portions of Google Desktop's files for use in other applications. You also agree to (and agree not to allow third parties to) not remove, obscure, or alter Google's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Google Desktop.
Feedback
If you have comments on Google Desktop or ideas on how to improve it, please visit desktop.google.com/feedback.html. Please note that by doing so, you also grant Google and third parties permission to use and incorporate your ideas or comments into Google Desktop (or third party software or content) without further compensation or approval.
Changes to Terms and Conditions
Google reserves the right to modify these Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. Please review the most current version of the Terms and Conditions from time to time, located at desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.
Disclaimer of Warranties
Google and any third party who makes its software or content available in conjunction with or through Google Desktop disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of Google Desktop and/or any third party software or content accessed in conjunction with or through Google Desktop. GOOGLE DESKTOP AND ANY THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GOOGLE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOOGLE AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL GOOGLE OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF GOOGLE DESKTOP OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOOGLE AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, FROM INABILITY TO USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Miscellaneous Provisions
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California , without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Google and/or a third party who make its software and/or content available in conjunction with or through Google Desktop.