Welcome!

These are the Quicken Simplifi Terms of Use (or "Terms") between you (referred to below as "you," "your," "user," or "member") and Quicken Inc. (referred to below as "Quicken," "we," "us," and "our"). These Terms apply to your use of the Products and Services (the “Quicken Simplifi Application,” (described below in the Quicken Simplifi Membership Agreement), and when you visit any Quicken website. There may be additional terms that apply in some cases. For example, if you make a purchase using the Products or Services, 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 of service required by the third-party. You will generally be notified and asked to agree to these additional terms at the time of the transaction.

To access and/or use the Products and Services you acknowledge that you are at least 18 years of age, capable of forming a binding contract with Quicken and that you are not a person who is prohibited from using the Products and Services under the laws of the United States, Canada or any other applicable jurisdiction.

These Terms consist of six parts:

1. The Quicken Simplifi  Membership Agreement which details the terms of service for your Quicken Simplifi Membership.
2. Payments, which details the terms and conditions of how you can transfer money from your connected financial accounts using the Quicken Simplifi Application.
3. Third-Party Products and Services, which link to the terms of service of third-party service providers which you can use with your Quicken Simplifi Membership.
4. General Terms which details important issues related to the previous sections.
5. The Quicken Privacy Policy, available at quicken.com/privacy, which consists of separate Privacy Statements for U.S. and Canadian users. You agree that we may collect and use your data (including personal information) according to the Quicken Privacy Policy, which may be updated by Quicken from time to time. 
6. The Glossary which defines some of the terms used in these agreements.

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.

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.

I. Quicken Simplifi Membership Agreement

This Quicken Simplifi Membership Agreement (also referred to as the "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 Service Provider (such as a vendor) that is working on our behalf or another third party may provide Products or Services. The terms Product and Services do not apply to Quicken Classic branded products and services which have their own Terms of Use which can be found here.

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 different duration. If you purchase your Membership directly from Quicken Inc. at Quicken.com, the Membership Term begins 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. The exact combination of Products and Services that you may use will 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. More information on the features is available at www.quicken.com/simplifi/features/.

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, non-transferable, revocable license to use the Products and Services during the Membership Term.

When you use the Products or Services you agree to the Quicken Inc. Acceptable Use Policy, the Quicken Inc. E-Sign Act Policy Notice and Consent, and 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 Quicken Simplifi Membership username and password  (“Credentials”) secure. You must follow any password security guidelines that we establish. You agree you are solely responsible for keeping your   Credentials safe and secure, and preventing unauthorized access to your Credentials and your Quicken Simplifi account. It is assumed that any communications received through the use of your 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, username and password (“Third-Party Credentials”) secure. In the case of Third-Party Products and Services as defined below, you must comply with all Third-Party Credential 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. In most instances, we cannot assist you with credentials support for Third-Party Products and Services; you must contact the relevant third parties directly. We and our Third-Party Service Providers may deny access to the Products or Services (or any part thereof) if we believe that any loss, theft, or unauthorized use of Credentials or Third-Party Credentials has occurred. You agree that our Third-Party Service Providers 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 Third-Party Service Providers may provide data storage or processing capabilities. Nevertheless, you agree that neither we nor our Third-Party Service Providers are responsible for any loss of content.
• Prevent unauthorized access to your account(s). You must contact us immediately if you become aware that an unauthorized party has accessed any linked account with a financial institution that you maintain using a Product or Service. Neither we nor our Third-Party Service Providers are responsible for unauthorized access that occurs as a result of failure to safeguard your Credentials or Third-Party Credentials or your failure to follow any other requirements in this Agreement.
• Allow us or our Third-Party Service Providers 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 Third-Party Service Providers, 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 Third-Party Service Providers 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 Third-Party Service Providers (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 Third-Party Service Providers 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 Simplifi Membership Agreement or other applicable terms.
• Accept updates and permit the Products and Services to communicate with us and our Third-Party Service Providers. 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.

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, the Quicken Inc. Acceptable Use Policy, 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.

If you breach the Terms of Use:

We determine, in our sole discretion, whether you have breached these Terms of Use (or the Quicken Inc. Acceptable Use Policy) or that your Quicken Simplifi Account presents a risk or other threat to us, other Quicken Simplifi customers, or our Third-Party Service Providers, or if we are unable to verify your identity, we may take any of the following actions  (without limiting or foregoing any other remedies available to us under the law or the terms of these Terms of Use):

• Suspend your access to your Quicken Simplifi Membership, your access to your “Payments Account” (the account with a financial institution that is linked to your account on the Quicken Simplifi Application)  through the Quicken Simplifi Application, or both
• Suspend your access to your Payments Account through the Quicken Simplifi Application for up to 90 days
• Cancel your Quicken Simplifi Membership
• Contact third-party service providers to notify them of your activity, contact your bank or credit union, contact law enforcement or other third parties impacted by your activities
• Take legal action against you

You Are Responsible for Your Content. Neither we nor our Third-Party Service Providers, 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.
• Any information, software, or Content that is not legally yours without permission from the copyright owner or intellectual property rights owner.

Membership Subscription:

• For users other than Canadian residents, your membership subscription will be billed to you in U.S. dollars. Your Payments Account will be debited at the start of your subscription term and be automatically renewed at the end of the subscription term unless stated otherwise at the time of purchase.  You must pay via a method acceptable to us, which may include a valid credit or debit card, funds transferred via electronic debit from a checking or savings account, or another payment option offered at the time of purchase. If your payment or registration information is not accurate, current, and complete, we may suspend or terminate your access to the Quicken Simplifi Application and refuse any further use of Products and Services. In cases where you authorize repeat billing, we may participate in programs supported by your card provider (such as updater services, recurring billing programs, etc.) to try to update your payment information, and you agree that we may continue billing your account with the updated information that we obtain. For recurring Memberships, you authorize us to, upon the end of your Membership Term, automatically renew your periodic subscription at the then-current rates, unless you or we terminate this Agreement. If we are unable to charge your card or Payments Account, we may attempt to bill your card or Payments Account again until successful. If you dispute any charges, you must let Quicken know within sixty (60) days after the date that Quicken charges you. Additional payment terms may be provided to you at the time of purchase.

Discontinuation Policy:

You agree that we may discontinue a Product or Service, in whole or in part, at any time and for any reason. To the maximum extent permitted under applicable law, we and our Third-Party Service Providers reserve the right to discontinue all support for Products and Services, any of their discrete features, or any other features, at any time and for any reason.

Termination:

Your privilege to use or access the Quicken Simplifi Application may be terminated immediately and without notice if you fail to comply with any term or condition of the Terms. Upon such termination, you must immediately cease accessing or using the Product or Service

and agree not to re-register or otherwise make use of the Quicken Simplifi Application. 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 Quicken Simplifi Application. You understand that we may exercise this right at our sole discretion. We reserve the right, in our sole discretion, at any time and from time to time to change, modify, or discontinue functionality, either temporarily or permanently, of the Quicken Simplifi Application (or any part thereof). We shall not be liable to you or any other third party for any such modification, suspension, or discontinuance except as expressly provided herein.

SPECIAL PROVISIONS FOR CANADA USERS

In addition to the terms set forth above, the provisions of this section apply to the purchase of any Membership or Subscription and use of any Product or Service in Canada.

When you license a Product or Service on a subscription basis (referred to as a "Paid Subscription"), the Product or Service becomes immediately available to you once your initial payment is processed. Your Paid Subscription will continue for a period specified at the time of order. The Paid Subscription is paid in full in advance and you will be charged the applicable subscription price stated at the time of purchase as one lump sum, plus applicable taxes. Payments will be billed to you in Canadian dollars. When you purchase a Paid Subscription, it will renew automatically at the end of the applicable subscription period, and we will bill you for an additional subscription term at the then-current price unless the Paid Subscription is cancelled or terminated under this Agreement. If you do not wish your Paid Subscription to auto-renew, you may opt out of auto-renewal at any time before the end of your current subscription period. If you cancel your Paid Subscription within 30 days of the start date of your initial subscription period, you will receive a full refund. If you cancel more than 30 days after the start date of your initial subscription period, you will not be entitled to a refund on any remaining portion of your Paid Subscription and will continue to have access to the Product or Service until the end of your contracted term. Cancellation can be requested at any time by visiting your My Account page or by contacting our Customer Service Centre at 1 (650) 250-1900. If you cancel your Paid Subscription and you later decide to re-subscribe, you will be charged the then-current subscription price.

Province-Specific Terms. These terms apply only to consumers in the following province. In the event of a conflict between the terms of this Agreement and this Section, the terms of this Section shall apply:

Québec Consumers. If you are a Québec Consumer, the following terms apply to you:

• Disclaimer of Warranties. The sole warranty applicable to this Agreement and the Products and Services is the mandatory legal warranty provided under the Civil Code of Québec and any warranty provided for under the Consumer Protection Act (Québec). Quicken does not represent that the Products or Services are appropriate or available for use in all countries. Quicken prohibits accessing materials from countries or states where contents are illegal. You are using the Products and Services on your own initiative, and you are responsible for compliance with all applicable laws. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE EXCLUSIONS IN THE "DISCLAIMER OF WARRANTIES" SECTION ABOVE MAY NOT APPLY TO YOU. THE WARRANTY PROVISION ABOVE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.

Modifications. The provisions relating to the Services, the price and payment terms for the Services, the party providing the Services, renewal and termination rights, and any provision of the Privacy Policy may be modified or amended upon 30 days prior written notice setting out (i) the new clause or the amended clause and the clause as it read formerly, and (ii) the date of the coming into force of such modification or amendment. If we do not allow you to maintain this Agreement unamended, you will have the right to terminate this Agreement during the notice period.

Termination. Termination of this Agreement by Quicken without default by you is only effective upon 60 days prior written notice.

Governing Law and Jurisdiction. For Canadian residents, this Agreement shall be governed by the laws of The Province of Ontario and the federal laws of Canada applicable in Ontario without regard to their conflicts of laws provisions. To resolve any legal dispute whether in contract, tort, or otherwise arising from or in any way related to this Agreement, you and Quicken irrevocably agree to attorn and submit to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waive any objection to the venue of any proceeding in such court or that such court provides an inappropriate forum. Quicken does not represent that the Software is appropriate or available for use in all countries. Quicken prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative, and you are responsible for compliance with all applicable laws. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. THE WARRANTY PROVISION ABOVE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.

Language. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

II. Payments

If you use the payments functionality of the Products or Services, you agree that you will provide our Third-Party Service Providers with sufficient information to create instructions to make or receive payments. The Third-Party Service Providers we partner with to provide this service have cutoff times for receipt of payment instructions and you understand that neither Simplifi nor the Third-Party Service Providers guarantee a specific time in which payment transactions initiated through your Quicken Simplifi Account will be completed.

If you use your Quicken Simplifi Application to initiate a funds transmittal that is later determined to be underfunded or otherwise is not debited by the third-party bank account that has been linked by and chosen by you as the withdrawal source for the transaction, you acknowledge that where the transaction is completed and the recipient receives funds, you maintain liability for the funds to Quicken Inc. As such, Quicken Inc. or its Third-Party Partners may continue to represent the transaction requested by you to your bank for up to seven (7) days until such time as the account is appropriately funded to support payment. If after that seven-day period, the transaction remains underfunded or unfunded, your information may be provided to a third party whose responsibility will include a collection of funds owed by you to Quicken Inc. Additionally, we are not responsible for overdraft fees or other similar or related fees charged by your bank in instances where an overdraft occurs on an originating account which is underfunded following a legitimate transaction request.

For questions regarding any specific transaction or its anticipated timing, please contact Simplifi Care at 888-688-2004.

For any unauthorized transactions, please immediately contact Simplifi Care at 888-688-2004 if you believe that:

• your Payments Account has been accessed without your authorization;
• a transaction has occurred that you did not authorize;
• a transaction has been processed incorrectly by the Simplifi Application; or
• your transaction history contains an error

For clarity, if you give a third-party access to your Quicken Simplifi Account and that person conducts transactions you did not anticipate, these transactions are not considered an error.

III. Third-Party Products and Services

Some Products and Services have functionality that is provided by third parties (including our Third-Party Service Providers 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 online payment services, financial data aggregation services, credit reporting or monitoring, billing functionality, data storage and management, information services, and financial offerings. 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 Third-Party Service Providers 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 Third-Party Service Providers). 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 Third-Party 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 Third-Party Credentials if required to use Third-Party Products and Services and to manage them according to our requirements and the Third-Party Terms. You should contact Simplifi Care at 888-688-2004 if there are any issues. 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.

We may add or remove Third-Party Products and Services at our discretion. You are generally not required to accept Third-Party Products and Services, 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. 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 or 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.

If you decide to use or access any Third-Party Products and Services through the Quicken Simplifi Application, you acknowledge and agree that: (a) you are responsible for complying with any terms of usage of the Third-Party Products and Services, (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 guarantee 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 Third-Party Service Providers 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 Third-Party Service Providers 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 Third-Party Service Providers 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 Third-Party Service Providers or any of our licensors responsible in any manner for the acts or omissions of such providers, even if negligent or intentionally wrongful.

Links to Third-Party Sites and Information.

We assume no liability in connection with your use of any Third-Party Products or Services. Any Content you post or data that you upload is subject to the terms of use and privacy policies of those sites and platforms. Please refer to those sites to better understand your rights and obligations.

Some of our Third-Party Partners:

• Payment Services

Dwolla: In order to use the payment functionality of Quicken Products or Services through Dwolla, you must open a “Dwolla Account” provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through the Quicken Products or Services, and Dwolla account notifications will be sent by the Quicken Products or Services, not Dwolla. We will provide customer support for your Dwolla Account activity and can be reached at www.quicken.com, support@quicken.com, or (888) 688-2004.

Apple: With respect to Software that is made available for your use in connection with an Apple-branded product (such software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

Quicken Inc. and you acknowledge that these Terms of Service are concluded between Quicken Inc. and you only, and not with Apple Inc. (“Apple”), and that as between Quicken Inc. and Apple. Quicken Inc., 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 the sole responsibility of Quicken Inc., to the extent it cannot be disclaimed under applicable law.

Quicken Inc. and you acknowledge that Quicken Inc., 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 Inc. and Apple, Quicken Inc., 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.

Quicken Inc. and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Membership Agreement with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of this Membership Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce these Membership Agreement against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

 

IV. General Terms

These General Terms (or "Terms"), together with the Quicken Inc. Privacy Statement, Quicken Inc. Acceptable Use Policy, and Quicken Inc. E-Sign Act Policy Notice and Consent, govern your use of our site(s). We may change these Terms from time to time without notice. You accept these Terms when accessing any Quicken Inc. products or services, or when you use any apps or mobile services (collectively the "Platform"). If you do not agree with these Terms, you may not use the Platform. We reserve the right, in our sole discretion and without notice, to change, modify, or otherwise alter these Terms at any time by posting the new Terms. Your continued use of the Platform means you accept the new Terms.

License and Platform Access:

We grant you a limited license to access and make personal use of the Quicken Simplifi Application. No other rights are granted. The following activities are all prohibited: (a) resale or transfer or commercial use of the Platform or its contents, (b) any derivative use of this Platform or its contents, or (c) any use of data mining, robots, or similar data gathering and extraction tools or processes. You agree not to store, distribute, transmit, display, reproduce, or modify any of the content on this Platform for any commercial purpose. By using the Platform, you warrant that you will not use the Platform, or any of the content obtained from the Platform, for any unlawful or prohibited purpose. We do not grant any license or other authorization to any trademarks, service marks, copyrightable material, or other intellectual property, whether or not registered or identified as such. You may not remove or modify any copyright or proprietary notices. If you violate any of these Terms, your permission to use the Platform automatically terminates.

Conduct:

You agree that you will not do any of the following:

• Restrict or inhibit any other user from using and enjoying the Quicken Simplifi Application.
• Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, 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.
• Post or transmit any content (whether to the Platform 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 Platform 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 Platform or in a Product or Service) any information or software that 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 Platform for commercial purposes, or (b) any information, software, or other material that is protected by copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

Platform Monitoring:

We have no obligation to monitor the Platform. However, you acknowledge and agree that we have the right to monitor the Platform 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 Platform 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 Terms.

Feedback:

We may provide you with a mechanism to provide feedback, in connection with the Quicken Simplifi Application (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications of the Platform, 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 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 rights in your Feedback in favor of us, our Third-Party Service Providers, and our affiliates.

Community Forums:

We may include a community forum or other social features to permit members to share content 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 Simplifi Application may offer price quotes on your investment holdings, news stories, and other data for your convenience. Quotes and news stories accessed within a trading day may be delayed by at least 20 minutes. Market quotes and certain other information on this Platform, as well as reference materials or links to other Platforms, 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 Inc. nor any of its data or content providers guarantees the accuracy, completeness, or timeliness of information on this Platform, and they are not liable for any errors or delays in the content or for any actions taken in reliance thereon.

Governing Law; Dispute Resolution:

For users other than Canadian residents, the laws of the state of California govern this 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.

Agreement to Arbitrate:

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 Simplifi Membership Agreement.

Opt-Out:

Without limiting the above, you have the right to litigate any Dispute in a court of general jurisdiction if you provide Us with written notice to Quicken Inc., in care of our registered agent Corporation Service Company, 2710 Gateway Oaks Drive., Suite 150N, Sacramento, CA 95833 (such notice, an “Arbitration Opt-out Notice”). To be effective, an Arbitration Opt-Out Notice must: (A) contain your name, the date, your email address, and a statement expressing your desire to opt out of binding arbitration; and (B) be received by Us within 30 days of the date you subscribe to Quicken Platform. Except for small claims actions, you knowingly and intentionally waive your right to litigate any dispute in any court of general jurisdiction if you don’t provide us with an arbitration opt-out notice in accordance with the foregoing requirements. The sole and exclusive jurisdiction and venue for any Small Claims Action or any Dispute where you timely provide Us with a valid Arbitration Opt-out Notice are the state and federal courts located in San Mateo, California, and you and we each waive any objection to jurisdiction and venue in such courts. The following Sections below apply to all Disputes that are not Small Claims Actions, IP Protection Actions, or Disputes where you provided Us with a valid Arbitration Opt-Out Notice.

Class Action Waiver:

Any proceedings to resolve or litigate any dispute in any forum must be conducted solely on an individual basis. Neither you nor we may seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney general action, or in any proceeding in which you or we act(s) or propose(s) to act in a representative capacity. No arbitration or proceeding may be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to any such arbitration or proceeding, including our prior written consent and your prior written consent.

AAA Not Integral to Agreement to Arbitrate:

The use of the American Arbitration Association (“AAA”) to administer arbitration is not integral to the parties’ agreement to arbitrate Disputes. If the AAA will not or cannot conduct an arbitration, you and We will negotiate in good faith to agree on a sole arbitrator who will resolve the Dispute as provided in the Consumer Procedures. If the parties cannot agree on an arbitrator, either you or We may request a court of competent jurisdiction to appoint an arbitrator, who will follow the Consumer Procedures.

Severability:

If one or more parts of this section titled “Binding Arbitration and Class Action Waiver” are found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then, and only in that circumstance, those parts will be severed and the Dispute will be resolved subject to all remaining parts. If such severance results in all or some parts of a Dispute proceeding in a court of law, the exclusive jurisdiction and venue for any such court proceeding will be the state or federal courts sitting in California. For purposes of any such court proceeding, you consent to, and will not challenge, such courts’ personal jurisdiction over you, and you further waive objection based upon improper venue or forum non conveniens and will not seek transfer to another district or jurisdiction.

FAA. The Federal Arbitration Act governs the interpretation and enforcement of all provisions of this Agreement relating to arbitration.

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 Third-Party Service Providers (collectively "Quicken Inc. service providers") disclaim all warranties, express, implied, or statutory, including any warranty that the Products and 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 and Services. We, our affiliates, and our Third-Party Service Providers 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 Third-Party Service Providers 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 Third-Party Service Providers for all claims relating to this agreement shall be limited to the amount you paid for any product or service during the twelve (12) months prior to such claim.

Subject to applicable law, we, our affiliates, and each of our Quicken Inc. service providers 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 or Services with software or hardware that does not meet our requirements.

The above limitations apply even if we and our affiliates and Third-Party Service Providers have been advised of the possibility of such damages. This agreement sets forth the entire liability of us, our affiliates, and each of our Third-Party Service Providers, 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 the Quicken service providers 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 Third-Party Service Providers in the defense of any Claims.

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, canceled, 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.

This Agreement, including external documents referenced herein (including the Quicken Inc. 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.

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. or Canadian export regulations.

Miscellaneous:

These Terms are a complete statement of the agreement between you and us and our Third-Party Service Providers and set forth the entire liability of us and our Third-Party Service Providers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Terms of Service and the Privacy Statement, the Privacy Statement shall prevail as to matters specifically stated therein. Our Third-Party Service Providers, agents, distributors, dealers, and employees are not authorized to make any representations, commitments, or warranties different from those stated here. If any provision of these 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 section above 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 Terms, regardless of membership status. These Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws.

V. Quicken Privacy Policy

At Quicken, we pride ourselves in our commitment to protecting your privacy. We want you to know how personal information about you is used, collected, and disclosed. To read our Privacy Policy, please visit www.quicken.com/privacy.

VI.  Glossary

API means the application programming interface provided by Simplifi.

App means the application software, the data supplied with the software, and the associated media.

Bill Pay Services means the bill payment platform that is provided by a Third-Party, as further described in the third-party's terms of services.

Biller means a provider of a bill to an End User.

Business Day means a day other than a Saturday, Sunday or a public holiday in the United States when financial institutions are open for business.

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).

Credentials means your Simplifi log-in username and password.

Payments Account means the account with a financial institution that is linked to your account on the Quicken Platform.

Product means 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.

Quicken Simplifi Account refers to the Simplifi account on the website or mobile app you have opened with us in accordance with the terms of this Customer Agreement for use of our Services.

Services means all products, services, content, features, technologies or functions offered by us and all related websites, applications (including the App), and services (including the Website and API).

Transfer means using your Payments Account to, as part of a single transaction, upload, and send funds.

Third-Party Credentials means third-party log-in username and password information.

Third-Party Products or Third-Party Services are products and services, respectively, that have functionality that is provided by parties other than us.

Third-Party Service Provider means a third-party that we may work with to provide you Services.

Unauthorized Transaction means when money is debited from your Payment Account that you did not authorize and that did not benefit you.

Website means any webpage, including but not limited to https://www.quicken.com, https://www.quicken.com/simplifi/, or other websites where we provide Services to you.