TSheets by QuickBooks
PRO Program Terms and Conditions
Thank you for participating in the PRO Program offered by TSheets by QuickBooks, an Intuit company ("Intuit"). Review this agreement ("Agreement") thoroughly. This Agreement contains legal terms and conditions of the PRO Program between you and Intuit. By accepting electronically (for example, clicking "Join" or "I Agree"), you agree to these terms and conditions. If you do not agree to this Agreement, then you may not participate in the PRO Program.
DESCRIPTION OF SERVICES. In consideration of fees paid to you under the terms of this Agreement, you may, during the term of this Agreement, inform third-parties in regard to the nature and type of services provided by Intuit by using such means as determined in your discretion (subject to the limitations set forth below) and by using such marketing materials and Intuit information as may be provided by Intuit to you. Intuit will provide you with a unique TSheets URL address for your use in directing third-parties to TSheets's web site, which is Intuit's sole sales source of TSheets Services ("TSheets Affiliate URL"). Intuit will use the TSheets Affiliate URL to track sales made to third-parties as a result of your referral. Unless explicitly and specifically approved in writing by Intuit in marketing TSheets under the terms of this Agreement, you may not place web site links to the TSheets website or to the TSheets website content in unsolicited email and other types of "spam". You must market TSheets in such a manner that a third-party is knowingly forwarded to the TSheets web site when using any link to the TSheets Affiliate URL. You may not provide third-parties with any information regarding the delivery and costs of TSheets Services unless specifically approved by Intuit in advance and in writing.
PAYMENT FOR SERVICES. Intuit will pay you a fee equal to twenty percent (20%) of the subscription revenue received by Intuit for the initial twelve (12) months for each third-party that activates an account for TSheets Services through your TSheets Affiliate URL ("Affiliate Fee"). After the initial twelve (12) months, no Affiliate Fee will be earned by you. Intuit will pay you any earned Affiliate Fees within 30 days of the end of each calendar quarter. If the total Affiliate Fee to be paid to you is less than two hundred and fifty dollars ($250) at the end of each calendar quarter, Intuit reserves the right to postpone payment to the Affiliate until the amount to be paid is greater than two hundred and fifty dollars ($250). You acknowledge and agree that if you refer a third-party to utilize TSheets Services and the third-party subscribes to such services through any means other than through your TSheets Affiliate URL, you will not receive any Affiliate Fee for such subscription and you will never receive an Affiliate Fee or other compensation from Intuit based on such subscription or any other Intuit Services subscriptions or purchases by said third-party. You may also be eligible for "wholesale billing" where you are billed on behalf of your client's use of the TSheets Services, which such billing shall be in accordance with the terms and pricing provided at the time you start the qualifying subscription.
TRADEMARKS. Each party (a "Licensor") hereby grants to the other party hereto (a "Licensee"), while this Agreement is in effect, a limited, non-exclusive, non-transferable, personal right and license to use its Marks (the "Licensor Marks"), in connection with the terms and conditions of this Agreement, in accordance with the applicable trademark license agreement and trademark usage requirements provided and in accordance with and subject to any written guidelines and/or instructions as either TSheets branding guidelines or your company's branding guidelines, as applicable. Each party's branding guidelines shall be communicated to Licensee in writing and/or via a website link, and may be updated by Licensor from time-to-time. Except as specifically provided herein, this Agreement does not grant Licensee any right, title, interest, or license in or to any of Licensor's Marks. Licensee acknowledges that, as between Licensee and Licensor, Licensor or where applicable its Affiliate has sole ownership of the Licensor Marks worldwide and all associated goodwill. Licensee's use of the Licensor Marks, as between the parties, will inure solely to the benefit of and be on behalf of the owner of the Licensor Marks. Licensee hereby assigns and will assign in the future to Licensor all rights it may acquire by operation of law or otherwise in the Licensor Marks, including all applications or registrations therefore, along with the goodwill associated therewith. If Licensor objects in writing to the particular use by Licensee of any Licensor Marks on the grounds that (i) such use is contrary to the guidelines and/or instructions provided by Licensor to Licensee, or (ii) Licensor reasonably determines that such use is likely to cause harm to, or negatively reflect upon Licensor, then Licensee shall promptly correct, remedy or discontinue such use of the Licensor Marks. Licensor will have the sole right to, and in its sole discretion may commence, prosecute or defend, and control any action concerning the Licensor Marks. Licensee will not during the Term contest the validity of, by act or omission, jeopardize, challenge, or take any action inconsistent with, Licensor's rights or goodwill in the Licensor Marks in any country, including attempted registration of the Licensor Marks- or any trademarks, service marks, trade names or domain names in its own name or in the name of its Affiliates.
REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that: (i) it is a licensed business, validly existing and in good standing (ii) the execution, delivery, and performance of this Agreement by such party shall not conflict with or result in any breach of, or constitute a default under, any material agreement, instrument or undertaking to which it is a party; (iii) it has the power to make and carry out the terms of this Agreement and to perform its respective obligations under this Agreement; (iv) it has acquired and will comply with any and all material licenses and approvals required under rules and regulations of any governmental entity or agency applicable to the performance of its obligations under this Agreement.
In conformity with the United States Foreign Corrupt Practices Act ("FCPA") and/or the Organization for Economic Cooperation and Development ("OECD") and with the parties established corporate policies regarding foreign business practices, each party and its employees and agents shall not directly or indirectly make any offer, payment, or promise to pay; authorize payment; or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing any act or decision (including a decision not to act) of an official of any government with jurisdiction over either party or any entity controlling, controlled by, or under common control with, either party, or within the United States Government, or inducing such a person to use his or her influence to affect any such governmental act or decision in order to assist Intuit or Company in obtaining, retaining or directing any business.
INTELLECTUAL PROPERTY INDEMNIFICATION. The following terms apply to any infringement or claim of infringement of any U.S. or Canadian third party intellectual property rights relating to a U.S. or Canadian registered patent, or a trademark, copyright, or trade secret based on the use of any Services, Marks and Products furnished by a Party under this Agreement. Each Party ("Indemnifying Party") shall defend, indemnify and hold harmless the other Party and its Affiliates, and their directors, officers, employees and agents (each an "Indemnified Party"), from and against losses resulting from any liability, claims, suits, actions or other legal proceedings, demands, damages, judgments, expenses, costs, including reasonable attorneys' fees (collectively, "claims") made by a third party against an Indemnified Party alleging that the Indemnifying Party Products Marks, and Services that are used in the manner and for the purpose approved by the Indemnifying party infringes any intellectual property right of such third party. The Indemnifying party shall indemnify the Indemnified party for: (1) damages and costs assessed against the Indemnified party embodied in a final judgment by a court of competent jurisdiction or damages and costs incurred by Indemnified party as a result of a settlement of such third party infringement claim, (2) expenses reasonably incurred by Indemnified party, including attorneys' fees incurred by Indemnified party related to the defense of such claim, except where such infringement or claim arises solely from Indemnifying party's adherence to Indemnified party's written instructions or directions; and Indemnified party shall so indemnify Indemnifying party in such excepted cases. Each party shall notify the other promptly in writing of any claim of infringement for which the other is responsible, and shall cooperate with the other in every reasonable way to facilitate defense of any such claim.
PRIVACY. With regard to all personal information you provide to us or input through the TSheets Services, you represent and warrant to us that:
You have provided appropriate notice and have obtained all consents and rights necessary for us to process the personal information in accordance with this Agreement and the TSheets Data Processing Agreement [link] and/or the TSheets Data Privacy Statement [link]; and
For personal information provided to us that is not personal to you, you agree that you have either provided the Data Subject notice or received permission from the Data Subject and have the appropriate legal basis, as required by applicable law, for us to:
move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to the TSheets Data Processing Agreement and the TSheets Data Privacy Statement; and
otherwise use and disclose the Personal Information in accordance with this Agreement and the TSheets Data Processing Agreement.
LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO VIOLATION OF ANY CONFIDENTIALITY OBLIGATIONS, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, INTERRUPTED ACCESS, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF THIS AGREEMENT (WHETHER BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) OR ITS TERMINATION, AND IRRESPECTIVE OF WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (B) THE CUMULATIVE AND TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT.
TERM/TERMINATION. This Agreement is valid on a month-to-month basis and may terminated by either party upon 30-days written notice to the other party.
RELATIONSHIP OF PARTIES. It is understood by you and Intuit that you are an independent contractor with respect to Intuit and not an employee of Intuit. Intuit will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for your benefit.
CONFIDENTIALITY. You will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate in any manner any information that is proprietary to Intuit, including any information, materials or knowledge regarding Intuit and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with performing Services. Such confidential information will not include information that is or becomes part of the public domain through no fault of your own or information that you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, you will return to Intuit all record, notes, documentation and other items that were used, created or controlled by you during the term of this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid, unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, except for its conflicts of laws principles. The application of the U.N. Convention on Contracts for the International Sale of Goods is specifically excluded from this Agreement.