HostedQuickBooks.com Terms of Use
This Hosted QuickBooks Software Subscription Agreement ("Agreement") governs all access to and use of
beiNVENTiV's Hosted QuickBooks interactive computer service and all applicable documentation, together with all
related interfaces, functionality, web-services, supplements, add-on components, corrections, bug fixes,
modifications, enhancements, updates, new versions or releases that beiNVENTiV subsequently may make
available (collectively, "Hosted QuickBooks Software"), and constitutes a binding agreement between the entity
for whom the Hosted QuickBooks Software will be accessed and used (the "Client"), including without limitation all
of Client's personnel who access or use the Hosted QuickBooks Software, and beiNVENTiV LLC ("beiNVENTiV").
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE HOSTED QUICKBOOKS SOFTWARE
OR ANY PORTION THEREOF. BY CLICKING ON "I AGREE" OR BY ACCESSING OR USING THE HOSTED QUICKBOOKS
SOFTWARE OR ANY PORTION THEREOF, YOU, ON BEHALF OF THE CLIENT, ACKNOWLEDGE AND CONFIRM THAT: (A)
YOU HAVE FULL AUTHORITY FROM THE CLIENT TO BIND THE CLIENT TO ALL OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT; (B) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT; AND (C) CLIENT AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND ACKNOWLEDGES THAT THIS AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN
CONTRACT BETWEEN BEIVENTIV AND CLIENT. IF YOU OR THE CLIENT WHOM YOU ARE REPRESENTING ARE NOT
WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, THEN YOU MUST NOT SELECT THE 'I AGREE'
BUTTON ASSOCIATED WITH THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE HOSTED QUICKBOOKS
SOFTWARE OR ANY PORTION THEREOF; BEIVENTIV DOES NOT AND WILL NOT GRANT YOU OR THE CLIENT ANY
RIGHT OR LICENSE TO ACCESS OR USE THE HOSTED QUICKBOOKS SOFTWARE OR ANY PORTION THEREOF.
1. Hosted QuickBooks Software.
1.1 Subscription Term. This subscription entitles Client to access and use the Hosted QuickBooks
Software, subject to the terms of this Agreement, for a period (the "Subscription Term") of one (1) month or for
such other period designated in Client's written agreement with beiNVENTiV, if such exists. Commencing on the
Subscription Term end date and on each month anniversary of that date thereafter, the Subscription Term shall be
extended for an additional one (1) month Subscription Term unless at least 30 days prior to the end date of the
current Subscription Term or the then Subscription Term, either party has notified the other that the Subscription
shall terminate at the end of the then Subscription Term.
1.2 License Grant. Subject to the terms and conditions of this Agreement, beiNVENTiV hereby grants
to Client a limited, personal, non-exclusive, non-transferable, revocable right and license, without right to grant
sublicenses, during the Subscription Term, for Client to access the Hosted QuickBooks Software electronically via
the Internet and use the Hosted QuickBooks Software solely for Client's internal purposes. beiNVENTiV shall make
the Hosted QuickBooks Software available to Client via a digital information processing, transmission and storage
system ("Server") maintained by or on behalf of beiNVENTiV. beiNVENTiV reserves the right to modify the Hosted
QuickBooks Software at any time as business needs dictate in beiNVENTiV's sole discretion, provided that the
terms and conditions of this Agreement shall remain in effect throughout the License Term and shall govern
Client's use and obligations with respect to any modified Hosted QuickBooks Software.
1.3 License Restrictions. Any use of the Hosted QuickBooks Software not expressly permitted in this
Agreement is prohibited. Client acknowledges that the Hosted QuickBooks Software and its structure,
organization, and source code constitute valuable trade secrets of beiNVENTiV and its suppliers. Client agrees that
Client shall not, nor shall Client permit, assist or encourage any third party to: (a) reproduce, allow use of or access
to the Hosted QuickBooks Software or sell, rent, lease, use for service bureau use, sublicense or otherwise transfer
or distribute the Hosted QuickBooks Software, in whole or in part, to any third parties; (b) modify, translate,
reverse engineer, decompile, or disassemble the Hosted QuickBooks Software or otherwise attempt to derive the
source code for the Hosted QuickBooks Software; (c) merge the Hosted QuickBooks Software with other software;
(d) copy, modify, adapt, alter, translate, enhance or otherwise modify or create derivative works of or from the
Hosted QuickBooks Software; (e) alter, destroy or otherwise remove any proprietary notices or labels on or
embedded within the Hosted QuickBooks Software; (f) use the Hosted QuickBooks Software to develop any
application or program having the same primary function as the Hosted QuickBooks Software or otherwise
exercise any rights in or to the Hosted QuickBooks Software except as expressly permitted under Section 1 (License
Grant) above; (g) use, upload, post or transmit via or in connection with the Hosted QuickBooks Software any
unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing
or objectionable information or content of any kind, including, without limitation, any use or transmissions
constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise
violate any applicable law, including violations of any patent, trade secret, copyright, trademark or other
intellectual property right worldwide ("IP Rights"), privacy rights or any other rights of a third party; (h) post or
transmit into or via the Hosted QuickBooks Software any information, software, material or other content that is
subject to an Open Source License or that contains a virus, cancelbot, Trojan horse, worm or other harmful
components; or (i) interfere, disrupt or attempt to gain unauthorized access to any computer system, server,
network or account for which Client does not have authorization to access or at a level exceeding Client's
authorization.
1.4 No Implied Licenses. The Hosted QuickBooks Software is licensed, not sold. All rights not
expressly granted in Section 1 (License Grant) above are reserved by beiNVENTiV, and nothing in this Agreement
will be deemed to grant, by implication, estoppel or otherwise, a license under any of beiNVENTiV's existing or
future IP Rights.
1.5 Certain Acknowledgements. Client acknowledges and agrees that any outcome of using the
Hosted QuickBooks Software activities is not guaranteed and is done at the Client's risk.
1.6 Suspension of Access and Service. Notwithstanding anything herein to the contrary and without
prejudice to any other rights, upon any actual or alleged breach of this Agreement by Client, beiNVENTiV reserves
the right, in its sole discretion and upon notice (which notice may be in e-mail form), at any time, to: (a) remove or
disable access to all or any portion of the Hosted QuickBooks Software; (b) suspend Client's access to or use of the
Hosted QuickBooks Software; and/or (c) terminate this Agreement, in which case beiNVENTiV shall have no liability
of any kind for such termination, cancellation or suspension. Nothing in this Section is intended to preclude
beiNVENTiV from seeking immediate appropriate injunctive relief.
2. Equipment; Access; Availability.
2.1 Equipment. beiNVENTiV shall be responsible for making the Hosted QuickBooks Software
accessible up to the point of beiNVENTiV's Internet Service Provider; beyond that, beiNVENTiV shall not be
responsible for performance or operational issues experienced by Client with respect to access to or use of the
Hosted QuickBooks Software. Client shall be solely responsible for, and beiNVENTiV shall have no liability in
connection with, providing, maintaining and ensuring compatibility of the Hosted QuickBooks Software with any
hardware, third party software, electrical and other physical requirements to access and use the Hosted
QuickBooks Software, including without limitation operating systems, telecommunications and digital transmission
connections and links, routers, local area network servers, virus software, firewalls, or other equipment and
services required to or desirable for access and use of the Hosted QuickBooks Software. Unless otherwise set forth
in a Service Order, beiNVENTiV has no obligation to install, mount, affix, screw, or otherwise fasten any cable,
hardware, or other product to any building or structure (inside or outside), and beiNVENTiV has no obligation to
run cable above, under, behind, or through any ceiling, floor, or wall of any building or structure. To the extent
that any such services are required, such services will be performed by another person or entity engaged directly
by Client.
2.2 Authorized Users. The Hosted QuickBooks Software enables Client to register, authorize and
grant access to those employees, agents, contingent workers, client and authorized independent contractors of
Client specified by Client (each an "Authorized User"). Notwithstanding anything herein to the contrary, any
breach of any terms or conditions of this Agreement by any Authorized User shall be deemed to be a breach of this
Agreement by Client. Client shall be responsible and liable for the acts or omissions of each Authorized User as if
such acts or omissions were Client's own acts or omissions.
2.3 Access IDs. During the License Term, the Hosted QuickBooks Software shall permit Client to
register, authorize and obtain unique and confidential login IDs, passwords and/or access codes (collectively,
"Access IDs") to allow Client and its Authorized Users to access the Hosted QuickBooks Software. Client and the
Authorized Users shall maintain the confidentiality of the Access IDs and shall not disclose the Access IDs to any
third party.
2.4 Availability. beiNVENTiV shall use commercially reasonable efforts to make the Hosted
QuickBooks Software available to Authorized Users pursuant to the terms and conditions of this Agreement during
the License Term. Client acknowledges that from time to time the Hosted QuickBooks Software may be
inaccessible or inoperable for any reason, including without limitation: (a) periodic maintenance procedures,
enhancements, repairs or corrections with respect to the Hosted QuickBooks Software or Server, as determined by
beiNVENTiV; (b) equipment malfunctions; (c) acts or omissions of Client its Authorized Users or its suppliers,
including but not limited to scheduled or unscheduled outages of the Authorized User's internet browser, known
and persistent slow response time on an Authorized User's internal network, or problems with Authorized User's
computer hardware or electricity; or (d) causes beyond the reasonable control of beiNVENTiV or that are not
reasonably foreseeable by beiNVENTiV, including interruption or failure of telecommunication or digital
transmission links, delays or failures due to Client's Internet Service Provider, hostile network attacks or network
congestion.
3. Support and Other Services.
3.1 Technical Support. Client may contact beiNVENTiV support for issues related to Hosted
QuickBooks, and a beiNVENTiV advisor might proactively contact Client to provide this follow-up support, via
telephone, email or remote web-based support (collectively, the "Support Services"). However, Client
acknowledges that beiNVENTiV has no control over the stability and throughput speed of the Internet or
availability of the Hosted QuickBooks Software on a continuous and uninterrupted basis. Furthermore, this
Agreement does not entitle Client to receive a copy of Hosted QuickBooks Software (in object code or source code
form), on-site services, training services or additional installation or implementation services.
3.2 Feedback. Client will use reasonable efforts to notify beiNVENTiV of any issues or concerns with
respect to the Hosted QuickBooks Software in a timely manner.
3.3 Other Services. beiNVENTiV may provide Client with additional services upon terms mutually
agreed upon between the parties in a duly executed and delivered writing and such services shall be billed at
beiNVENTiV's standard rates and prices in effect from time to time ("Additional Services"). Furthermore,
beiNVENTiV may provide consulting or professional services upon terms mutually agreed upon between the
parties in a duly executed and delivered writing, which shall be billed at beiNVENTiV's standard rates and prices in
effect from time to time ("Professional Services"). Any software or other programs or materials provided to Client
as part of the Support Services, Additional Services Professional Services will be deemed part of the Hosted
QuickBooks Software and shall be subject to the terms and conditions of this Agreement, unless otherwise
mutually agreed upon by the parties in writing.
4. Ownership; Protection.
4.1 Ownership. Each party acknowledges that: (a) all right, title and interest in and to the Hosted
QuickBooks Software, including without limitation all IP Rights therein, are the sole and exclusive property of
beiNVENTiV and its suppliers; (b) subject to the license rights expressly set forth herein, Client receives no right,
title or interest in or to the Hosted QuickBooks Software; and (c) if applicable, all title and IP Rights in and to any
data or content that is not contained in the Hosted QuickBooks Software, but may be accessed through use of the
Hosted QuickBooks Software, is the property of the respective content owners. If Client or any of its Authorized
Users is deemed to have any ownership interest in the Hosted QuickBooks Software, including any derivative work,
enhancement or other modification thereto, then Client shall assign and/or cause such Authorized User to assign,
and Client does hereby assign, irrevocably and royalty-free, all of such ownership interest or other rights
exclusively to beiNVENTiV and Client shall, at beiNVENTiV's reasonable request and expense, complete, execute
and deliver any and all documents necessary to effect or perfect such assignments.
4.2 Protection. Client shall use reasonable best efforts, which shall be no less stringent than those
efforts that Client uses to protect Client's own confidential information, trade secrets, technology, software or
other similar proprietary property, to prevent any Hosted QuickBooks Software from being disclosed or used by
any Authorized User or other person in any manner that would violate this Agreement. In no event shall Client
take any action that might encumber or expose the Hosted QuickBooks Software or the license rights granted in
this Agreement to any claims, liens or other forms of encumbrance.
5. Security. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CLIENT SHALL BE SOLELY
RESPONSIBLE FOR: (I) INPUTTING, LOADING OR OTHERWISE USING CLIENT'S INFORMATION AND DATA
(COLLECTIVELY, "CLIENT DATA") IN CONNECTION WITH THE HOSTED QUICKBOOKS SOFTWARE; (II) MAINTAINING
INDEPENDENT ARCHIVAL AND BACKUP COPIES OF ALL CLIENT DATA; AND (III) ENSURING THE CONFIDENTIALITY OF
CLIENT'S PASSWORDS, ACCESS IDS AND/OR MEMBER ACCOUNTS, WHICH SHALL BE ISSUED FOR THE LIMITED
PURPOSE OF USING THE HOSTED QUICKBOOKS SOFTWARE PURSUANT TO THE TERMS HEREIN. BEIVENTIV SHALL
HAVE NO LIABILITY TO CLIENT OR ANY OTHER PERSON FOR LOSS, DAMAGE OR DESTRUCTION OF CLIENT DATA.
Client is solely responsible for any authorized or unauthorized access to and use of the Hosted QuickBooks
Software via Client's or its Authorized Users' passwords and/or member accounts. If any of Client's or its
Authorized Users' passwords are lost, stolen or otherwise compromised, Client shall promptly change the
password or, if Client is unable to do so, Client shall notify beiNVENTiV, whereupon beiNVENTiV shall suspend use
of such password and/or account and issue a replacement password. Notwithstanding anything herein to the
contrary, Client hereby authorizes beiNVENTiV to treat any person using Client's or any of its Authorized Users'
passwords, Access IDs and/or member account as Client (even if such person is using such item(s) without Client's
authorization), and any resulting transactions, fees, obligations or liabilities shall be attributed to Client, until such
time as beiNVENTiV is notified by Client in writing of any unauthorized access arising under such conditions.
6. Warranties and Covenants.
6.1 Client Warranty. Client represents, warrants and covenants to beiNVENTiV that: (a) Client has
the legal power and authority to enter into and perform Client's obligations under this Agreement; (b) Client shall
comply with all terms and conditions of this Agreement, including without limitation the license restrictions set
forth in Section 1.2 (License Restrictions) above; (c) Client is the owner and/or the licensee of all IP Rights relating
to the Client Data and has all necessary rights to input, load and/or use such Client Data with the Hosted
QuickBooks Software under the terms of this Agreement; (d) the Client Data, and Client's use thereof in
connection with the Hosted QuickBooks Software or as otherwise contemplated by this Agreement, does not, and
shall not, infringe any third party's IP Rights, privacy rights, data security rights or other rights, and shall not
otherwise violate any applicable law or regulation; (e) Client shall not use the Hosted QuickBooks Software in
violation of any applicable law or regulation and shall otherwise refrain from any act or omission that will cause
beiNVENTiV to be in violation of any applicable law or regulation regarding the use of the Hosted QuickBooks
Software; and (f) unless beiNVENTiV is providing subscription licensing for QuickBooks, the Client is responsible for
having proper QuickBooks licensing in order to use Hosted QuickBooks.
6.2 beiNVENTiV Warranty and Disclaimer. BEIVENTIV WARRANTS THAT (I) THE SOFTWARE SHALL
PERFORM SUBSTANTIALLY IN ACCORDANCE WITH ITS INTENDED USE; (II) BEIVENTIV HAS FULL CORPORATE
AUTHORITY SUFFICIENT TO GRANT CLIENT THE LICENSES SET FORTH IN THIS AGREEMENT; AND (III) DURING THE
TERM OF THIS AGREEMENT, TO THE KNOWLEDGE OF BEIVENTIV AT THE TIME BEIVENTIV IS MAKING THE HOSTED
QUICKBOOKS SOFTWARE AVAILABLE TO CLIENT, THE HOSTED QUICKBOOKS SOFTWARE SHALL BE FREE FROM
VIRUSES, WORMS, TROJAN HORSES, BUILT-IN OR OTHER USE-DRIVEN DESTRUCTIVE MECHANISMS, OR OTHER
INJURIOUS OR DAMAGING FORMULAS, INSTRUCTIONS OR OTHER MATERIALS (HEREINAFTER REFERRED TO
SINGULARLY OR COLLECTIVELY AS "VIRUSES"). BEIVENTIV MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED,
WITH RESPECT TO THIS AGREEMENT OR THE HOSTED QUICKBOOKS SOFTWARE, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF
PERFORMANCE. WITHOUT LIMITING THE FOREGOING, BEIVENTIV DOES NOT WARRANT THAT THE HOSTED
QUICKBOOKS SOFTWARE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS OR THAT THE HOSTED
QUICKBOOKS SOFTWARE, ANY COMMUNICATIONS SENT OR RECEIVED IN CONNECTION THEREWITH OR CLIENT'S
USE OF THE SAME WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE, NOR DOES
BEIVENTIV MAKE ANY WARRANTY, OTHER THAN THE EXPRESS WARRANTY MADE IN SECTION 6.2(I) ABOVE, AS TO
ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE HOSTED QUICKBOOKS SOFTWARE. BEIVENTIV SHALL HAVE
NO LIABILITY FOR ANY INACCESSIBILITY OF THE HOSTED QUICKBOOKS SOFTWARE, ANY VIRUS, TRAPS OR OTHER
HARMFUL CODE DIRECTLY OR INDIRECTLY TRANSMITTED BY OR THROUGH THE HOSTED QUICKBOOKS SOFTWARE
(EXCEPT WHERE THE SAME WAS INTENTIONALLY OR KNOWINGLY TRANSMITTED BY BEIVENTIV WITHOUT CLIENT'S
CONSENT), OR ANY DELAY OR FAILURE OF ANY TRANSMISSION, COMMUNICATION OR DATA SENT OR RECEIVED
OR NOT SENT OR RECEIVED VIA THE HOSTED QUICKBOOKS SOFTWARE. CLIENT SHALL BEAR SOLE RESPONSIBILITY
TO DETERMINE WHETHER CLIENT'S USE OF THE SOFTWARE MEETS THE REQUIREMENTS OF LAWS AND
REGULATIONS APPLICABLE TO CLIENT.
7. Compliance with Laws. Client shall at all times comply with all applicable laws and regulations in Client's
access to and use of the Hosted QuickBooks Software. Without limiting the generality of the foregoing, Client will
not export or re-export the Hosted QuickBooks Software without all required United States and foreign
government licenses. All rights to use the Hosted QuickBooks Software are granted on condition that such rights
are forfeited if Client fails to comply with the terms of this Agreement. Client will defend, indemnify and hold
harmless beiNVENTiV and its directors, officers, employees and agents from and against any violation of such laws
or regulations by Client or any of its Authorized Users. [IN NO EVENT WILL CLIENT, ON THE ONE HAND, OR
BEIVENTIV ON THE OTHER HAND, BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL
THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), FOR LOST PROFITS OR
REVENUES, LOSS OF USE OR LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE,
INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES
OR DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Limitation of Liability. NEITHER BEIVENTIV NOR ANY OF ITS LICENSORS, SHALL BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT
LIMITATION ANY LOST DATA OR LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE HOSTED
QUICKBOOKS SOFTWARE, OR ANY COMMUNICATION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA
THE HOSTED QUICKBOOKS SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, STATUTE, TORT OR NEGLIGENCE), EVEN IF BEIVENTIV OR ANY BEIVENTIV LICENSORS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF CLIENT IS DISSATISFIED WITH THE HOSTED QUICKBOOKS
SOFTWARE, CLIENT'S SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR CLIENT TO DISCONTINUE CLIENT'S
USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF BEIVENTIV (INCLUDING THE BEIVENTIV LICENSORS) IN
CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF ANY FEES ACTUALLY PAID BY
CLIENT FOR USE OF THE HOSTED QUICKBOOKS SOFTWARE FOR A PERIOD OF ONE MONTH. CLIENT
ACKNOWLEDGES THAT THE DISCLAIMERS AND LIMITATIONS HEREIN REFLECT A FAIR ALLOCATION OF RISK AND
THAT BEIVENTIV WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS ON ITS LIABILITY, AND
CLIENT AGREES THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF
BEIVENTIV (INCLUDING THE BEIVENTIV LICENSORS) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY
SUCH JURISDICTION.
9. U.S. Government Restricted Rights Notice. The Hosted QuickBooks Software was developed at private
expense and is a Commercial Item, as that term is defined in 48 CFR 2.101, consisting of Commercial Computer
Hosted QuickBooks Software and Commercial Computer Hosted QuickBooks Software Documentation as such
terms are used in 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, as applicable. The Hosted
QuickBooks Software is licensed to U.S. Government end-users only as a Commercial Item and with only those
rights granted to all other end-users pursuant to the terms and conditions herein.
10. Equitable Remedies. The parties acknowledge and agree that a breach or threatened breach of this
Section 1.1 (License Grant), 1.2 (License Restrictions), or 4 (Ownership; Protection) would result in irreparable
harm to the non-breaching party or its suppliers for which a remedy at law would be inadequate, and therefore,
such party shall have the right to seek to obtain injunctive relief upon any violation or threatened violation of any
term of any of the foregoing Sections without the necessity of posting bond or other security, in addition to all
other rights and remedies available at law or in equity.