5. ONLINE SERVICES (a) Interaction with Online Services: The Software may contain access to, or features that interface with, online services ("Online Services"). Examples of Online Services that may be applicable to the Software are an online share price download facility, a statement download facility, payment services, a superannuation choice facility, online backup facility, and a debt recovery facility which are provided at an additional charge on a subscription basis measured for one year from the date of registration. (b) Terms for Online Services: Certain Online Services are not available for all versions of the Software. For example, in the case of bank statement download services, not all banks provide services that connect to the Software. Online Services are only available for 12-month periods for subscription versions and 24-month periods for full versions. In the case of a full version, access to Online Services in the second 12-month period may be subject to payment of the applicable charges. In order to renew access to Online Services at the end of the 24-month period in the case of a full version, you will be required to have purchased or upgraded to the latest version of the Software. In the case of a subscription version, you must have renewed your subscription. Internet access is required for all Online Services. Charges may apply for the use of Online Services (in addition to the cost of Internet access levied by your ISP). Where Online Services are available, separate terms and conditions with the provider of the Online Services may apply. You should check with the relevant third party provider as to the terms and conditions of use. Access to Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address. 6. LIMITED WARRANTY (a) Software provided on an 'as is' basis: Subject to clause 7(b), Reckon provides the Software to you on an "as is" basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of the Software. (b) Defects in media: Reckon warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 90 days from the date of delivery. During this period, if you return the Software to your place of purchase, Reckon will replace any defective media on which the Software was supplied and any Software on that media, free of charge, unless you caused damage to the media due to poor handling. (c) No guarantee that error free or uninterrupted use: While Reckon has endeavoured to make sure that the Software works substantially as per the specifications published by Reckon from time to time, Reckon does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free, that its use will be uninterrupted or be fit for your purpose. (d) Internet access, telecommunications networks, firewalls and security: Reckon does not guarantee connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control. 7. LIABILITY (a) Certain rights cannot be excluded: The Trade Practices Act, 1974 and other laws may imply certain conditions and warranties into this Licence and give you certain rights and remedies that cannot be excluded or modified. This clause 7, and the limited warranties provided in clause 6, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void. (b) Exclusion of warranties: To the full extent permitted by law, Reckon excludes all conditions, warranties and rights that may be implied into this Licence. If conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence. (c) Limitation of implied terms: Reckon's (and its distributors') liability for breach of any implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. (d) General exclusion and limitation: Other than as set out in clauses 7(b) and 7(c), and to the full extent permitted by law: (i) Reckon (and its authorised distributors) will not be liable to you or any other person for any direct or indirect loss, damages, liability, costs or expenses suffered by you or any other person relating to the performance or non-performance of the Software or any breach of this Licence or the supply of the Software or in connection with, but not limited to, the Online Services, use of tax tables or provision of technical support (whether by telephone or remote access or other means); and (ii) Reckon's maximum liability for damages arising in connection with this Licence or the supply of the Software is limited to the amount paid by you for the Software. (e) Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as expressly set out in this Licence, and that you will indemnify Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties). (f) Use of Software is not provision of professional advice: The information contained in this Software may contain features designed to assist you in complying with the requirements of the relevant legislation, eg: imposing the Goods and Services Tax (the ‘GST’) or the equivalent in the user’s home country. These features in the Software have been developed with regard to the GST laws and regulations and guidelines provided by the Australian Taxation Office (the "GST Laws") as at the date of development of the Software (or the user’s home country tax office) (the "GST Laws"). The GST Laws are subject to change and the Software may not be correct at the date upon which you make use of the Software. While the features will assist in GST calculations, Reckon does not warrant that the Australian Taxation Office or the user’s home country tax office will agree with such calculations. The help contained in this Software is not a substitute for professional advice. The GST, Tax and other Laws are extremely complex in nature and legal and accounting advice should be obtained before taking any action in reliance on this Software. The software is also not financial product advice. If the Software contains features to assist with superannuation guarantee requirements, then Reckon does not warrant that the relevant reports will be compliant with legal requirements, as these change from time to time. In addition any tax tables (which are included with certain versions of the Software, eg: QuickBooks and Payroll) that might be supplied with this Software are also changed from time to time and you should consult with your professional adviser before relying on the tax tables. Reckon does not warrant that the tax tables are up to date at your date of purchase. In providing you with the tax tables, Reckon is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, you should seek the service of a competent professional. (g) Reckon has no responsibility for recommendations: Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help contained in this Software. (h) Corruption of Data and on-line access: To the full extent permitted by law, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between the Software and another server including without limitation in connection with any Online Services. (i) On-line services: Reckon makes no warranty or representation in connection with the Online Services, the responsibility for which rests with the relevant provider of such Online Services. 8. TERM AND TERMINATION OF LICENCE (a) Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues: (i) in the case of a subscription version of the Software, for an initial period of 12 months from the date of registration of the Software. This Licence will automatically renew for a further 12 month period upon the payment of Reckon's annual subscription fee. If the annual subscription fee is not paid on or before the termination of the current 12 month period, this Licence will automatically terminate; and (ii) in the full version of the Software, indefinitely, however: (A) you may be required to periodically verify your licence details and have the Software reactivated as per clause 3 in order to keep using the Software; and (B) if you need to reinstall the Software, you will need a copy of your original CD (or other media on which the Software was provided) and the installation key code. If you do not have the CD, you will need to purchase or upgrade to a new full version and pay for the postage associated with sending the CD to you. Clauses 3(d) and 3(g) outline when Reckon may charge you a fee for the provision of a replacement key code and, more importantly, when a replacement key code will not be provided by Reckon due to the operation of Reckon's sunset policy. (b) Termination by Reckon for breach: Reckon may terminate this Licence if you are in breach of its terms or as otherwise set out in this Licence. (c) Survival: Clauses 2, 4, 6, 7 and this clause 8 will survive the termination of this Licence. Termination of this Licence will not prejudice any right which Reckon may have, or but for the termination may have had, against you for a breach of this Licence. (d) Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Reckon. Upon written request from Reckon you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 8(d). 9. SUBSCRIPTION TERMS If you have purchased a subscription version of the Software, this additional clause 9 will apply. (a) Entitlement to Upgrades and Updates: During the period for which you have paid subscription fees you will receive, included in the cost of the subscription, all Upgrades and/or Updates of the Software, via Internet download. (b) No extension of Licence term: Your right and entitlement to use the Software, as enhanced by any Upgrades and/or Updates, concludes at the end of the term of the Licence (subject to payment of an annual subscription fee) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates. (c) This Licence prevails: If you have bought this Software as an Upgrade to an earlier version of the Software, this Licence shall supersede any previous licence agreement. (d) Not all Upgrades included: Your subscription to the Software and any Upgrades and/or Updates under this Licence does not grant you the right to receive special versions of the Software created for certain customers or market segments, even though they may contain similar features or functions. Versions of the Software which may from time to time be offered in retail or other channels in different configurations as special promotions are not included as part of the subscription. (e) No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and released by Reckon in its sole discretion, and Reckon does not warrant or represent that it will develop or release any Upgrades and/or Updates during the term of the subscription period or Licence. Furthermore, Reckon does not warrant that the Upgrades and/or Updates will be provided to you or made available within any specified time period following the commercial release of such Upgrades and/or Updates. (f) When payment is due: If applicable to the Software licensed to you, you will be required to pay the monthly subscription fee in advance on the first business day of each month. You authorise Reckon to direct debit your monthly subscription fee from the bank account nominated by you. (g) Deactivation at end of subscription period: As per clause 3, the subscription version of the Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the software if your subscription is not renewed or you are found to be in breach of this license agreement If the Software is not renewed by the end of the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records). (h) You need a full version if you don't renew: If you elect not to renew your subscription, the Software does not allow you to upgrade to a non-subscription version of the Software by way of the purchase of an Upgrade pack. In such circumstances, you are only able to upgrade to a later non-subscription version of the Software by purchasing a full (non-upgrade) version of the Software. (i) Early termination: If you wish to terminate your subscription early, you must do so by giving Reckon no less than one calendar month notice to that effect. Depending on the type of software you have subscribed to and the type of subscription you are signed up for, you may be required to pay a cancellation fee. See http://www.quicken.com.au for a schedule of fees. Reckon will direct debit your account, and you agree to pay, the applicable cancellation fee. 10. TRIAL LICENCE If you have been provided with a Trial Version of the Software, this clause 10 sets out the terms that will apply to your use of the Trial Version. (a) Licence: Your licence to use the Trial Version: (i) permits you to evaluate the Software's functionality and suitability for your requirements; (ii) is for the number of users set out in the material accompanying your copy of the Trial Version; (iii) is subject to the general restrictions in clause 2(e) and the limited warranty in clause 6(a); and (iv) is for up to 5 uses of the Software, upon the sixth attempt you will be required to activate the Software, and then for three months after activation. (Evaluation Period). (b) Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period: (i) you must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and (ii) if you wish to use the Software you must purchase a full version or subscription version of the Software. (c) Entitlements: You: (i) are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and (ii) may be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Reckon's then current charges. (d) Liability: You acknowledge that subject to clause 7(b) and 7(c), and to the full extent permitted by law, Reckon excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 10. 11. GENERAL (a) Some defined terms: In this Licence: Trial Version means Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis. Upgrade means a new version of the Software which contains additional functionality or other enhancements. Reckon will determine whether a new version constitutes an Upgrade or an Update. Update means a new version of the Software which contains minor enhancements. (b) Applicable law: This Licence is governed by the laws of the State of New South Wales, Australia. (c) Entire Agreement: This Licence contains the entire agreement between Reckon and you in relation to its subject matter and supersedes any prior agreements and understandings, whether written or oral. (d) Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights. (e) Variation: To the extent permitted by law, Reckon may vary any of the terms and conditions of this Licence upon providing you with thirty (30) days notice in writing and a copy of the replacement terms and conditions. In the case of subscription users no new terms will come into force until the commencement of your renewed subscription period. Reckon will display any new terms and conditions on Reckon’s web site and you should check the website regularly. (f) Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence. Quicken and QuickBooks are registered trademarks of Intuit Inc. Copyright© 1985-2007 Intuit Inc, 2006-2007 Reckon Ltd