These Terms apply to your use of the Products and Services (described below in the Simplifi Membership Agreement), and when you visit any Quicken website. These Terms consists of three parts:
+ The Simplifi Membership Agreement in part II, below.
+ The Quicken Privacy Statement, available at quicken.com/privacy for U.S. users. You agree that we may collect and use your data (including personal information) according to the Quicken Privacy Statement. We may also share your data and information, either in aggregate or personally identifiable form, in the ways described in the Quicken Privacy Statement.
You agree to the terms in these documents when you sign in, activate, or use the Products and Services, when you visit any Quicken website, or when you take any other action that indicates your agreement. If you do not agree with these Terms, please stop using the Products and Services, and refrain from using any Quicken website. If you have an active Membership that is less than 30 days old you may be eligible for a refund. All refunds are subject to the section below entitled "Satisfaction Commitment."
There may be additional terms that apply in some cases. For example, if you make a purchase you may be asked to agree to payment terms, or if you choose to use a feature offered by a third party, you may be asked to agree to terms required by the third party. You will generally be notified and asked to agree to these additional terms at the time of the transaction.
+ Restrict or inhibit any other user from using and enjoying the Site.
+ Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation content that promotes or would result in criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations. You will not post or transmit any content (whether to the Site or in a Product or Service) that would impersonate someone else or falsely represent your identity or qualifications, or that would cause a breach of any individual's privacy.
+ Post or transmit (whether to the Site or in a Product or Service) any advertisements, solicitations, chain letters, investment opportunities, other schemes, or any unsolicited commercial communication. You agree not to engage in spamming or flooding.
+ Post or transmit (whether to the Site or in a Product or Service) any information or software which contains a virus, Trojan horse, worm or other harmful component.
+ Post, publish, transmit, reproduce, distribute, or in any way exploit (a) any information, software or other material obtained through the Site for commercial purposes, or (b) any information, software, or other material which is protected by copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
Site Monitoring. We have no obligation to monitor the Site. However, you acknowledge and agree that we have the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request; to operate the Site or Services properly; or to protect us or our users. We reserve the right to refuse to post or to remove any information or materials, in whole or in part, that, in our sole discretion are unacceptable, undesirable, inappropriate, or in violation of these Website Terms. Feedback. We may provide you with a mechanism to provide Feedback, as defined in the Quicken Membership Agreement, in connection with the Site. You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications of the Site, multimedia works, advertising and promotional materials, or development of Products and Services. You agree not to submit any Feedback that you do not have rights in, such as copyrighted material belonging to a third a party. You hereby grant us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback and any derivations in any manner and for any purpose, and you hereby waive all of your moral rights in your Feedback in favor of us, our Suppliers, and our affiliates. Third-Party Products and Services. In connection with your use of the Site, you may be made aware of Products, Services, or other offers and promotions from third parties. You are responsible for reviewing and understanding the terms and conditions governing any such third-party offerings. You agree that the third party, and not Quicken, shall be solely responsible for all such Products, Services, offers, and promotions. Additional terms regarding Third-Party Products and Services are contained in the Quicken Membership Agreement, below. Community Forums. We may include a community forum or other social features to permit members to share Content (as defined in the Simplifi Membership Agreement) and information. We do not monitor and are not responsible for the content in these community forums. Please use respect when you interact with other users. Additional terms may apply. Investment Data. The Site may offer stock and mutual fund price quotes, news stories, and other data for your convenience. Quotes and news stories accessed within a trading day may be delayed at least 20 minutes. Market quotes and certain other information on this Site, as well as reference materials or links to other sites, are for general informational purposes only, and are not intended to be relied upon as investment advice. You acknowledge and agree that you bear responsibility for your own investment research and investment decisions, and prior to the execution of a securities trade you should always consult with your broker or other financial representative to verify securities pricing information. Neither Quicken nor any of its data or content providers guarantees the accuracy, completeness, or timeliness of information on this Site, and they are not liable for any errors or delays in the content or for any actions taken in reliance thereon. Disclaimer of Warranties. YOUR USE OF THE SITE, INCLUDING ANY APPLETS, SOFTWARE, AND CONTENT CONTAINED THEREIN, IS ENTIRELY AT YOUR OWN RISK. THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, AND SUPPLIERS DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SITE AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. WE DO NOT WARRANT THAT THE SITE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON ANY SITE CONTENT. WE ARE NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES OR LOSS, CORRUPTION, FAILURE OF SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS 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. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF QUICKEN AND ITS SUPPLIERS FOR ANY AND ALL CLAIMS ARISING HEREUNDER SHALL BE THE AMOUNT YOU PAID TO QUICKEN FOR PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN QUICKEN AND YOU. QUICKEN WOULD NOT HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. Termination and Amendment. Your privilege to use or access the Site may be terminated immediately and without notice if you fail to comply with any term or condition of the Website Terms. Upon such termination, you must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that we reserve the right to take action — technical, legal or otherwise — to block, nullify, or deny your ability to access the Site. You understand that we may exercise this right in our sole discretion. We reserve the right, in our sole discretion, at any time and from time to time to change, modify, or discontinue, either temporarily or permanently, the Site (or any part thereof). We shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein. You agree to defend, indemnify and hold us and our affiliates and Suppliers harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site or the placement or transmission of any message, information, software, or other materials through the Site by you or users of your account, or related to any violation of these Website Terms by you or users of your account. Miscellaneous. These Website Terms are a complete statement of the agreement between you and us and our Suppliers, and set forth the entire liability of us and our Suppliers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Website Terms of Service and the Privacy Statement, the Privacy Statement shall prevail as to matters specifically stated therein. Our Suppliers, agents, distributors, dealers, and employees are not authorized to make any representations, commitments, or warranties different from stated here. If any provision of these Website Terms 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, and the remaining provisions will continue in full force and effect. The Website Terms 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 application of law of a different jurisdiction, and applicable federal law. The section below in the Membership Agreement entitled "Governing Law; Dispute Resolution" shall apply to any dispute whether in contract, tort, or otherwise arising from or in any way related to the Website Terms, regardless of membership status. These Website Terms do not limit any rights that we may have under trade secret, copyright, patent or other laws.
II. Simplifi Membership Agreement
This Simplifi Membership Agreement (also referred to here as "Membership Agreement" or "Agreement") applies to your use of Products and Services. The term "Product" includes any Simplifi branded software that we offer, as well as any related Products such as third-party software or apps that we make available to members. The term "Services" includes other functionality such as the ability to download data from third parties or the ability to pay bills from within a Product. In some cases a third-party Supplier (such as a vendor) that is working on our behalf or other third party may provide Products or Services. The Membership Term. The Membership Term is the amount of time for which you have full rights to use the Products and Services. The Membership Term is generally either one (1) month or one (1) year, depending on your choice at the time of registration, but we may sometimes offer trial Memberships of a given duration. If you purchase your Membership directly from Quicken at Simplifi.Quicken.com, your Membership term starts at the time of purchase. For sales via digital download other than on Quicken.com, the Membership Term begins at the time of payment. At the end of the Membership Term some features and functionality of our Products and Services will no longer be available to you. Your Right to Use Products and Services. Your Membership gives you the right to use Products and Services. The exact combination of Products and Services that you may use may depend upon which Membership plan and platform you choose. Some plans or platforms may offer different functionality than other plans or platforms. The specific features, functionality, or capabilities of any Membership plan may be added to, altered, or removed at any time in response to customer Feedback, business or technology changes, market conditions, and the like. Full information on the features available for each Membership plan is available at simplifi.quicken.com/compare. You acknowledge that the Products and Services are licensed and not sold. So long as you comply with the terms of this Membership Agreement and any other applicable terms and conditions, you are granted a personal, limited, nonexclusive, nontransferable, revocable license to use the Products and Services during the Membership Term. When you use the Products or Services you agree to: + Provide true, accurate, current, and complete information about yourself as prompted by the registration form. You must maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse access to the Products or Services.
+ Create, manage, and keep your Simplifi log-in Credentials (username and password) secure. You must follow any password security guidelines that we establish. You agree that you are solely responsible for keeping your Simplifi Credentials safe and secure, and preventing unauthorized access to your Credentials and your Simplifi account. It is assumed that any communications received through use of your Simplifi Credentials were sent or authorized by you. If your Credentials are compromised for any reason, you must change your password. In addition, you must notify us if you become aware of any unauthorized access to your account. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR CREDENTIALS.
+ Create, manage, and keep your third-party log-in Credentials (username and password) secure. In the case of Third-Party Products and Services as defined below, you must comply with all Credentials requirements set by such third parties, and any password you use with such third parties should be different from your Simplifi password. You agree that you are solely responsible for keeping your third-party Credentials safe and secure, and preventing unauthorized access to your account. We cannot assist you with Credentials support for Third-Party Products and Services; you must contact the relevant third parties directly. We and our Suppliers may deny access to the Products or Services (or any part thereof) if we believe that any loss, theft, or unauthorized use of Credentials has occurred. YOU AGREE THAT OUR SUPPLIERS ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR THIRD-PARTY CREDENTIALS.
+ Keep backup copies of all of your Content. "Content" means (a) any data or information that you enter or store in connection with a Product, (b) any data or information that you upload to, download from, send or receive, or enter in connection with a Service, or (c) any data or information that is obtained from these things (such as calculations, reports, and files that you create using our software). In some cases, we or our Suppliers may provide data storage or processing capabilities. NEVERTHELESS, YOU AGREE THAT NEITHER WE NOR OUR SUPPLIERS ARE RESPONSIBLE FOR ANY LOSS OF CONTENT.
+ Prevent unauthorized access to your account(s). You must contact us immediately if you become aware that a third party has accessed any account that you maintain using a Product or Service. NEITHER WE NOR OUR SUPPLIERS ARE RESPONSIBLE FOR UNAUTHORIZED ACCESS THAT OCCURS AS A RESULT OF FAILURE TO SAFEGUARD YOUR CREDENTIALS OR FOLLOW ANY OTHER REQUIREMENTS IN THIS AGREEMENT.
+ Allow us or our Suppliers to store and process your Content. In order to provide full Product and Service functionality, we must have access to the Content that you store or process using a Product or Service. You grant us, our Suppliers, and each of our affiliates permission to collect, send, receive, process, store, alter, and create new information based on your Content, Credentials, and other information. You further grant us and our Suppliers permission to use information about you and your experience to provide the Products and Services, or to enhance the Products and Services. In addition, you agree that we, or our Suppliers (when working on our behalf), or the Third-Party Products and Services as defined below, may (but are not obligated to) monitor your Content and record your transactions and actions while using our Products & Services. You agree that we may disclose any information that we obtain in this manner if necessary to satisfy our legal obligations, to protect us, or to prevent harm or fraud against customers or third parties. We or our Suppliers may, in our sole discretion, refuse to process, remove, or refuse to allow any Content that we think is illegal, inappropriate, or in violation of this Quicken Membership Agreement or other applicable terms. You hereby waive any of your moral rights in any of your Content, Credentials, and other information in favor of us, our Suppliers and each of our affiliates.
+ Accept updates, and permit the Products and Services to communicate with us and our Suppliers. The Products and Services may be periodically updated or changed for a variety of reasons (including security). Many of these updates will be invisible to you, but some may require some action on your part. Updates may add, remove, or alter Product and Service functionality or features, support for third-party platforms, or operating systems. You agree to receive these updates and take any actions that are required to continue to use the Products and Services.
Things You May Not Do. You agree that you will not do any of the following:
+ Use, nor permit any third party to use, the Product or Services in a manner that violates any law, regulation, this Quicken Membership Agreement, or any other applicable terms and conditions. You will not remove or modify any copyright or proprietary notices.
+ Give, sell, loan, or distribute the Products or Services to any third party, or attempt to transfer your license to any other party. You will not attempt or help anybody else to gain unauthorized access to the Products and Services or related systems.
+ Reproduce, duplicate, modify, copy, deconstruct, disassemble, decompile, reverse engineer, or prepare derivative works based on the Products or Services. You may not develop software or apps to interface with the Products and Services without our prior written approval.
+ Permit any third party to benefit from the use or functionality of the Products or Services via a rental, lease, timesharing, service bureau, hosting service, or other arrangement, or offer them on any file-sharing or application hosting service.
You Are Responsible for Your Content. Neither we, nor our Suppliers, assume any responsibility or liability for any aspect of your Content. You agree that you will not upload, process, share, or link to any of the following:
+ Content that is illegal, fraudulent, inappropriate, or objectionable, or that creates criminal or civil liability under any law.
+ A virus, Trojan horse, worm, or other disruptive or harmful software or data. You are responsible for periodically checking your Content and other data (including any Content or data that have been uploaded, downloaded, sent to, or received from Third-Party Products and Services) for such items.
+ Any information, software, or Content which is not legally yours without permission from the copyright owner or intellectual property rights owner.
Use With Your Mobile Device. Use of these Products and Services may be available through a compatible mobile device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. QUICKEN MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. Quicken Has Certain Rights, Including the Right to Make Changes. The Products and Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the limited license described in this Agreement. We and our Suppliers reserve all other rights not specifically granted to you. This includes all ownership and license rights relating to a Product or Service. We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website or when we notify you by other means. Your continued use of a Product or Service following notice indicates your agreement to the changes. We May Communicate with You. You agree that we may use information obtained in connection with the Products and Services to communicate with you. If you provide a mobile number, you consent to receive information from us via SMS and/or MMS messages sent through an automated telephone dialing system (“Text Service”), even if you have opted in to the National Do Not Call List, any state Do not Call List, or the internal Do Not Call List of any company. You may be required to respond to an initial message as instructed to complete your registration In the event you change or deactivate your mobile telephone number, you agree to promptly update your Company account information to ensure that your messages are not sent to the person that acquires your old number. There is no additional charge for the Text Service, but your mobile carrier’s standard message and data rates apply to any messages you send or receive through the Text Service, including confirmations and subsequent texts. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan. You grant us and our Suppliers permission to use information about you and your experience to help us to provide the Products and Services, or to enhance the Products and Services. There may be times that we contact you to promote other services, products, or promotions offered by us or a Supplier. All such communications will comply with the Quicken Privacy Statement and with applicable law. You will be given a chance to opt out of promotional communications from us. Even if you opt out of promotional communications you will still receive required information about your account (such as transaction or account status information), communication you explicitly or implicitly opted to receive in the course of using the Product or Service (such as data based notifications or alerts sent via email or mobile devices), or other non-promotional communications delivered via email or in the Products (such as notifications of critical updates or usage reminders or help content). In some cases we are required by law to send you certain communications. You agree that we may use any method that we consider reasonable to send you these communications. If legally permitted, we may send such communications by email, via Product- or Service-wide message, or by posting on our website. Feedback and Your Communications to Us. You may be able to contact us to provide feedback, suggestions, ideas, or opinions (collectively "Feedback"). You agree that if you submit Feedback or other ideas of any type, Quicken may use them in any way, without compensating you, including in future modifications of Products and Services, in other Products or Services, in advertising or marketing materials, or in any other way we choose. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use these items in any way and without prior approval, and you hereby waive all of your moral rights in your Feedback in favor of us, our Suppliers, and our affiliates. We Do Not Provide Professional Advice. We never give legal, financial, accounting, tax, investment, healthcare, real estate, or other professional services or advice. In some cases we or a Supplier may make available prefilled forms or documents or other information as part of a Product or Service. These may include items such as IRS schedules, legal form agreements or other documents, real estate information (such as pricing), and financial market information. You agree that these things are provided solely as a convenience and for informational purposes. Regardless of how these items are described at the time they are offered, you agree to seek the services of a competent professional when you need this type of help, and you will not rely on these items in any material transaction or decision. Third-Party Products and Services. Some Products and Services have functionality that is provided by third parties (including our Suppliers in some cases). In some cases Products and Services are provided by third parties entirely. All of these things are called Third-Party Products or Third-Party Services, or Third-Party Products and Services collectively. Some examples of Third-Party Products and Services are: (a) online payments services, (b) data downloaded from financial institutions for you to process within Products, (c) credit reporting or monitoring, (d) billing functionality, (e) data storage and management, (f) information services, (g) financial offerings, and (h) third-party forms and publications. Other Third-Party Products and Services may be added in the future. The following provisions apply to your use of Third-Party Products and Services:
+ You must accept and comply with any applicable terms and conditions. You may be required to accept different or additional terms and conditions from our Suppliers and third-party providers, even where the Products or Services are delivered to you via the interface with our Products. These different terms and conditions may include privacy, use of data or Content, storage limits, or payment (all such terms collectively the "Third-Party Terms"). You agree to comply with all Third-Party Terms and any requirements imposed by third-party providers (including our Suppliers). Third-Party Terms may be updated without notice from time to time, and you agree to check periodically to be sure you have reviewed (and are in compliance with) any updates.
+ You may be required to create additional Credentials, and you give us permission to store, use, and share them if necessary to provide Services that you select. You agree to create additional Credentials if required to use Third-Party Products and Services, and to manage them according to our requirements and the Third-Party Terms. You must contact the Supplier or third-party provider if there are any issues; this is something we do not control. If you access Third-Party Products or Services from within our Products or Services, then you grant us permission to store your Credentials for the Third-Party Products and Services, and you expressly appoint us as your attorney-in-fact and agent with limited power of attorney and with all necessary rights to use your Credentials on your behalf and to collect, send, receive, retrieve, process, store, and create new Content and other information from these Products and Services. You agree to let us interact with Third-Party Products and Services for you.
+ We may add or remove Third-Party Products and Services at our discretion. You are generally not required to accept Third-Party Products and Service, but you may only choose from available offerings. These offerings may change from time to time as we identify new Third-Party Products and Services that we think you may like, or as we determine that older ones are no longer useful.
+ The data contained in Third-Party Products and Services may not always be up to date. In some cases this data is updated nightly, in other cases only upon request, and in some cases only on a monthly basis, or even less frequently. The latest data may not always be reflected in the Products and Services. You agree that in cases of important data, or where you require the most up-to-date information (such as financial transactions other important decisions), you will go to the provider of the information directly. If you note a discrepancy between data viewed via our Products and Services, the Third-Party Products and Services, or the source of the data, please check with the source. We do not monitor and have no obligation to monitor any of your Content or other data that is stored or processed via any Third-Party Products and Services.
+ You are responsible for your relationship with third parties, including any Suppliers. If you decide to use or access any Third-Party Products and Services, you acknowledge and agree that: (a) you are responsible for your relationship with the Third-Party Products and Service provider, (b) unless we notify you otherwise, you are solely responsible for payment of any applicable charges or fees, and (c) you will not use the Third-Party Products and Services in a manner that infringes or violates the rights of us or any other third party, or for any criminal, fraudulent, or other unlawful activity. Except for Third-Party Products and Services that we offer to you directly as part of our Products and Services, we are not affiliated with and do not control any Third-Party Products and Services. In no case do we endorse any Third-Party Products and Services. If you choose to send your Content or other data from within our Products and Services to the providers of Third-Party Products and Services, such data may be transferred to another country where privacy and security controls are less strict. We do not assure the safety or security of any such Content or other data.
+ To the maximum allowable extent, we are not responsible for Third-Party Products and Services. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR SUPPLIERS ACCESS AND RETRIEVE YOUR ACCOUNT INFORMATION AND CONTENT FROM PROVIDERS OF THIRD-PARTY PRODUCTS AND SERVICES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF THE PROVIDER. NEITHER WE NOR OUR SUPPLIERS REVIEW, AND WE ARE NOT RESPONSIBLE FOR, THE ACCURACY OF ANY DATA YOU RECEIVE FROM THE PROVIDERS. YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OF THE THIRD-PARTY PRODUCTS AND SERVICES, OR ANY DATA CONTAINED OR PROCESSED THEREIN. YOU AGREE THAT ANY AND ALL LIABILITY ARISING OUT OF YOUR USE OF THE THIRD-PARTY PRODUCTS AND SERVICES (IF ANY) IS SOLELY BETWEEN YOU AND THE PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR SUPPLIERS OR ANY OF OUR LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY FEES, DAMAGES, CLAIMS, LOSSES, COSTS, EXPENSES, OR LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO THE THIRD-PARTY PRODUCTS AND SERVICES. IN NO CASE WILL YOU SEEK TO HOLD US OR OUR SUPPLIERS OR ANY OF OUR LICENSORS RESPONSIBLE IN ANY MANNER FOR THE ACTS OR OMISSIONS OF SUCH PROVIDERS, EVEN IF NEGLIGENT OR INTENTIONALLY WRONGFUL.
+ Quicken and you acknowledge that these Terms of Service are concluded between Quicken and you only, and not with Apple Inc. (“Apple”), and that as between Quicken and Apple, Quicken, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
+ You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
+ Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
+ Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
+ Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Quicken’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
+ Quicken and you acknowledge that Quicken, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
+ In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Quicken and Apple, Quicken, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
+ You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
+ If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Quicken as follows:
[Email address] [Mailing address].
Quicken and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof. DISCLAIMER. YOUR USE OF THE PRODUCTS AND SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PRODUCTS AND SERVICES (INCLUDING ANY PRODUCTS AND SERVICES PROVIDED BY A THIRD PARTY) ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND EACH OF OUR THIRD-PARTY PROVIDERS, SUBCONTRACTORS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY THAT THE PRODUCTS OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE; ALL WARRANTIES OF TITLE, MERCHANTABILITY, DATA LOSS, OR NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS; AND ANY GUARANTEE OF THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT IN OR LINKED TO THE PRODUCTS OR SERVICES. WE, OUR AFFILIATES, AND OUR SUPPLIERS DO NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE PRODUCTS AND SERVICES, OR THAT THE PRODUCTS OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION OF YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA, RESULTING FROM YOUR USE OF THE PRODUCTS OR SERVICES OR THIRD PARTY PRODUCTS AND SERVICES. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 30 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE PRODUCTS OR SERVICES, WHICHEVER IS SOONER. WE, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PRODUCTS OR SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU. LIMIT OF LIABILITY AND INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF US, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE ANY PRODUCT OR SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WE, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, OR SPYWARE; (C) LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR FOR ANY DAMAGES OR COMPENSATION RELATING TO YOUR OPPORTUNITY COSTS OR TIME SPENT ADDRESSING ANY ERRORS OR ISSUES ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE PRODUCTS OR SERVICES; OR (D) USE OF THE PRODUCTS AND SERVICES WITH SOFTWARE OR HARDWARE THAT DOES NOT MEET OUR REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WE AND OUR AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF US, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS AND SERVICES. You agree to indemnify, defend, and hold us and our affiliates and each of our Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Products or Services or breach of this Agreement (collectively referred to as "Claims"). In addition, you agree to indemnify, defend, and hold us and our affiliates harmless from any and all Claims arising out of your use of Third-Party Products and Services. We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us or our Suppliers in the defense of any Claims. Governing Law; Dispute Resolution. The laws of the state of California governs this Simplifi Membership Agreement. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE PRODUCTS OR SERVICES OR ANY PART OF THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION; THE ARBITRATOR SHALL APPLY CALIFORNIA LAW TO ALL OTHER MATTERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY PARTY TO THE ARBITRATION MAY AT ANY TIME SEEK INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AND WE AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Quicken Inc., in care of our registered agent Corporation Service Company, 2710 Gateway Oaks Drive., Suite 150N, Sacramento, CA 95833. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at https://www.adr.org/ or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, we will pay them for you for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. We and you will not seek its attorneys' fees or other costs in arbitration unless the arbitrator determines that the claims or defenses of a party are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This section shall survive expiration, termination or rescission of this Quicken Membership Agreement. Termination. You agree that we may immediately, in our sole discretion and without notice, terminate this Agreement or your use of the Products and Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications, or for any other reason. The following provisions of this Agreement shall survive and remain in effect even if the Agreement is terminated, cancelled or rescinded: grant of rights in your feedback and communications, limit of liability and indemnification, governing law and dispute resolution, export control, all provisions pertaining to your credentials and your content, all general provisions, and any other provisions which by their nature are intended to survive. General Provisions. This Agreement, including external documents referenced herein (including the Website Terms and Quicken Privacy Statement), is the entire agreement between you and us and replaces all prior understandings, communications, and statements regarding its subject matter. If any part of this Agreement is found to be invalid the remainder will be enforced to the maximum possible extent. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You cannot assign or transfer this Agreement without our written approval, but we may assign or transfer it without your consent to: (a) an affiliate, (b) another company through a sale of assets or ownership shares, or (c) a successor by merger, acquisition, or divestiture. Export Control. You acknowledge that the Quicken Inc. software (including any mobile or companion apps and the underlying software) is subject to U.S. export control regulations administered by the U.S. Department of Commerce (15 C.F.R. Chapter VII). You agree that you will comply with all applicable laws and regulations. You will not export or re-export the software, or any portion thereof, directly or indirectly, in violation of the applicable Canadian and U.S. export administration laws and regulations to any country or 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 agree that the software may include technical data subject to U.S. export regulations.